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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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¨
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Smaller reporting company
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¨
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Emerging growth 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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|
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Condensed Consolidated Statements of
Operations
|
|
|
|
|
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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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||
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Item 6.
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Item 1.
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Financial Statements.
|
|
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December 31,
2018 |
|
June 30,
2018 As Adjusted (1) |
||||
|
|
|
|
|
||||
Assets
|
|
|
|
|
||||
Current assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
22,405
|
|
|
$
|
17,117
|
|
Short-term investments
|
|
63,544
|
|
|
67,829
|
|
||
Accounts receivable, net of allowances of $10 and $17 at December 31, 2018 and June 30, 2018, respectively
|
|
43,593
|
|
|
46,188
|
|
||
Restricted cash
|
|
2,476
|
|
|
2,982
|
|
||
Deferred costs
|
|
13,950
|
|
|
11,759
|
|
||
Prepaid expenses and other current assets
|
|
3,552
|
|
|
3,867
|
|
||
Total current assets
|
|
149,520
|
|
|
149,742
|
|
||
Property and equipment, net
|
|
6,396
|
|
|
6,987
|
|
||
Deferred income taxes, non-current
|
|
486
|
|
|
867
|
|
||
Goodwill and intangible assets, net
|
|
30,479
|
|
|
31,046
|
|
||
Deferred costs, non-current
|
|
51,515
|
|
|
46,666
|
|
||
Other assets
|
|
3,467
|
|
|
2,372
|
|
||
Total assets
|
|
$
|
241,863
|
|
|
$
|
237,680
|
|
Liabilities and stockholders’ equity
|
|
|
|
|
||||
Current liabilities:
|
|
|
|
|
||||
Trade accounts payable
|
|
$
|
22,991
|
|
|
$
|
13,008
|
|
Accrued expenses
|
|
29,367
|
|
|
38,803
|
|
||
Deferred revenue
|
|
23,715
|
|
|
20,714
|
|
||
Income taxes payable
|
|
258
|
|
|
221
|
|
||
Total current liabilities
|
|
76,331
|
|
|
72,746
|
|
||
Deferred rent, non-current
|
|
1,051
|
|
|
1,112
|
|
||
Deferred revenue, non-current
|
|
64,057
|
|
|
53,824
|
|
||
Other long-term liabilities
|
|
993
|
|
|
1,115
|
|
||
Commitments and contingencies
|
|
|
|
|
||||
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; 45,541 and 44,871 shares issued and outstanding at December 31, 2018 and June 30, 2018, respectively
|
|
46
|
|
|
45
|
|
||
Additional paid-in capital
|
|
170,747
|
|
|
167,895
|
|
||
Accumulated other comprehensive loss
|
|
(2,010
|
)
|
|
(1,855
|
)
|
||
Accumulated deficit
|
|
(69,352
|
)
|
|
(57,202
|
)
|
||
Total stockholders’ equity
|
|
99,431
|
|
|
108,883
|
|
||
Total liabilities and stockholders’ equity
|
|
$
|
241,863
|
|
|
$
|
237,680
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
|
December 31,
|
|
December 31,
|
||||||||||||
|
|
2018
|
|
2017
As Adjusted
(1)
|
|
2018
|
|
2017
As Adjusted
(1)
|
||||||||
Revenue:
|
|
|
|
|
|
|
|
|
|
|
||||||
Product
|
|
$
|
42,397
|
|
|
$
|
45,907
|
|
|
$
|
82,327
|
|
|
$
|
86,299
|
|
Services
|
|
14,779
|
|
|
15,492
|
|
|
27,048
|
|
|
29,795
|
|
||||
Total revenue
|
|
57,176
|
|
|
61,399
|
|
|
109,375
|
|
|
116,094
|
|
||||
Cost of revenue:
|
|
|
|
|
|
|
|
|
||||||||
Product
|
|
25,015
|
|
|
30,356
|
|
|
48,603
|
|
|
57,679
|
|
||||
Services
|
|
7,176
|
|
|
7,520
|
|
|
14,350
|
|
|
13,902
|
|
||||
Total cost of revenue
|
|
32,191
|
|
|
37,876
|
|
|
62,953
|
|
|
71,581
|
|
||||
Gross profit
|
|
24,985
|
|
|
23,523
|
|
|
46,422
|
|
|
44,513
|
|
||||
Operating expenses:
|
|
|
|
|
|
|
|
|
||||||||
Research and development
|
|
19,091
|
|
|
21,399
|
|
|
39,193
|
|
|
42,080
|
|
||||
Sales and marketing
|
|
4,455
|
|
|
5,136
|
|
|
8,870
|
|
|
10,200
|
|
||||
General and administrative
|
|
5,721
|
|
|
5,514
|
|
|
11,171
|
|
|
10,725
|
|
||||
Legal settlements and contingencies
|
|
650
|
|
|
60
|
|
|
650
|
|
|
310
|
|
||||
Total operating expenses
|
|
29,917
|
|
|
32,109
|
|
|
59,884
|
|
|
63,315
|
|
||||
Loss from operations
|
|
(4,932
|
)
|
|
(8,586
|
)
|
|
(13,462
|
)
|
|
(18,802
|
)
|
||||
Other income, net
|
|
532
|
|
|
218
|
|
|
2,122
|
|
|
171
|
|
||||
Loss before provision for income taxes
|
|
(4,400
|
)
|
|
(8,368
|
)
|
|
(11,340
|
)
|
|
(18,631
|
)
|
||||
Provision for income taxes
|
|
181
|
|
|
26
|
|
|
811
|
|
|
281
|
|
||||
Net loss
|
|
$
|
(4,581
|
)
|
|
$
|
(8,394
|
)
|
|
$
|
(12,151
|
)
|
|
$
|
(18,912
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
Net loss per share:
|
|
|
|
|
|
|
|
|
||||||||
Basic and diluted
|
|
$
|
(0.10
|
)
|
|
$
|
(0.19
|
)
|
|
$
|
(0.27
|
)
|
|
$
|
(0.43
|
)
|
Weighted average shares used in computing net loss per share:
|
|
|
|
|
|
|
|
|
||||||||
Basic and diluted
|
|
45,443
|
|
|
44,476
|
|
|
45,230
|
|
|
44,495
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Stock-based compensation expense included above:
|
|
|
|
|
|
|
|
|
||||||||
Cost of revenue
|
|
$
|
24
|
|
|
$
|
38
|
|
|
$
|
56
|
|
|
$
|
73
|
|
Research and development
|
|
1,222
|
|
|
1,649
|
|
|
2,526
|
|
|
3,044
|
|
||||
Sales and marketing
|
|
341
|
|
|
481
|
|
|
667
|
|
|
919
|
|
||||
General and administrative
|
|
528
|
|
|
720
|
|
|
1,135
|
|
|
1,332
|
|
||||
Total stock-based compensation expense
|
|
$
|
2,115
|
|
|
$
|
2,888
|
|
|
$
|
4,384
|
|
|
$
|
5,368
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
|
December 31,
|
|
December 31,
|
||||||||||||
|
|
2018
|
|
2017
As Adjusted
(1)
|
|
2018
|
|
2017
As Adjusted
(1)
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
Net loss
|
|
$
|
(4,581
|
)
|
|
$
|
(8,394
|
)
|
|
$
|
(12,151
|
)
|
|
$
|
(18,912
|
)
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
||||||||
Foreign currency translation adjustment, net of tax
|
|
(131
|
)
|
|
209
|
|
|
(348
|
)
|
|
568
|
|
||||
Available-for-sale securities:
|
|
|
|
|
|
|
|
|
||||||||
Unrealized gain (loss) on available-for-sale securities, net of tax
|
|
97
|
|
|
(241
|
)
|
|
186
|
|
|
(213
|
)
|
||||
Reclassification adjustments for gain on available-for-sale securities recognized, net of tax
|
|
5
|
|
|
6
|
|
|
7
|
|
|
6
|
|
||||
Net increase (decrease) from available-for-sale securities, net of tax
|
|
102
|
|
|
(235
|
)
|
|
193
|
|
|
(207
|
)
|
||||
Other comprehensive income (loss), net of tax
|
|
(29
|
)
|
|
(26
|
)
|
|
(155
|
)
|
|
361
|
|
||||
Comprehensive loss
|
|
$
|
(4,610
|
)
|
|
$
|
(8,420
|
)
|
|
$
|
(12,306
|
)
|
|
$
|
(18,551
|
)
|
|
|
Six Months Ended
|
||||||
|
|
December 31,
|
||||||
|
|
2018
|
|
2017
As Adjusted
(1)
|
||||
Operating activities
|
|
|
|
|
||||
Net loss
|
|
$
|
(12,151
|
)
|
|
$
|
(18,912
|
)
|
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
|
|
|
|
|
||||
Depreciation and amortization
|
|
2,016
|
|
|
1,513
|
|
||
Deferred rent reversal due to lease termination
|
|
—
|
|
|
(538
|
)
|
||
Tenant improvement allowance recognition due to lease termination
|
|
—
|
|
|
(582
|
)
|
||
Accretion of net premium on short-term investments
|
|
—
|
|
|
113
|
|
||
Stock-based compensation expense
|
|
4,384
|
|
|
5,368
|
|
||
Unrealized gain on non-marketable equity investments
|
|
(1,259
|
)
|
|
—
|
|
||
Loss (gain) on disposal of property and equipment
|
|
(8
|
)
|
|
6
|
|
||
Bad debt expense
|
|
2
|
|
|
37
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
|
||||
Accounts receivable
|
|
2,578
|
|
|
5,545
|
|
||
Deferred income taxes
|
|
366
|
|
|
(23
|
)
|
||
Income taxes receivable
|
|
—
|
|
|
2
|
|
||
Deferred costs
|
|
(7,040
|
)
|
|
(13,298
|
)
|
||
Prepaid expenses and other current assets
|
|
310
|
|
|
(476
|
)
|
||
Other assets
|
|
26
|
|
|
(620
|
)
|
||
Trade accounts payable
|
|
10,017
|
|
|
(1,563
|
)
|
||
Accrued expenses and other liabilities
|
|
(9,962
|
)
|
|
(263
|
)
|
||
Income taxes payable
|
|
39
|
|
|
(61
|
)
|
||
Deferred rent
|
|
89
|
|
|
767
|
|
||
Deferred revenue
|
|
13,234
|
|
|
19,840
|
|
||
Net cash provided by (used in) operating activities
|
|
2,641
|
|
|
(3,145
|
)
|
||
Investing activities
|
|
|
|
|
||||
Purchases of property and equipment
|
|
(446
|
)
|
|
(3,350
|
)
|
||
Purchases of short-term investments
|
|
(15,862
|
)
|
|
(32,817
|
)
|
||
Proceeds from sales and maturities of short-term investments
|
|
20,342
|
|
|
33,322
|
|
||
Net cash provided by (used in) investing activities
|
|
4,034
|
|
|
(2,845
|
)
|
||
Financing activities
|
|
|
|
|
||||
Proceeds from exercise of stock options
|
|
26
|
|
|
235
|
|
||
Tax withholdings related to net share settlements of restricted stock units
|
|
(1,559
|
)
|
|
(1,606
|
)
|
||
Net cash used in financing activities
|
|
(1,533
|
)
|
|
(1,371
|
)
|
||
Effect of exchange rate changes on cash and cash equivalents
|
|
(360
|
)
|
|
563
|
|
||
Net increase (decrease) in cash, cash equivalents and restricted cash
|
|
4,782
|
|
|
(6,798
|
)
|
||
Cash, cash equivalents and restricted cash, at beginning of period
|
|
20,099
|
|
|
24,158
|
|
||
Cash, cash equivalents and restricted cash, at end of period
|
|
$
|
24,881
|
|
|
$
|
17,360
|
|
Supplemental disclosure of cash flow information
|
|
|
|
|
||||
Income taxes paid, net
|
|
$
|
586
|
|
|
$
|
640
|
|
Reconciliation of cash, cash equivalents and restricted cash to the condensed consolidated balance sheets
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
22,405
|
|
|
$
|
13,956
|
|
Restricted cash
|
|
2,476
|
|
|
3,404
|
|
||
Total cash, cash equivalents and restricted cash
|
|
$
|
24,881
|
|
|
$
|
17,360
|
|
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, 2018
|
|
$
|
(1,163
|
)
|
|
$
|
(692
|
)
|
|
$
|
(1,855
|
)
|
Other comprehensive income (loss) before reclassifications, net of tax
|
|
(348
|
)
|
|
186
|
|
|
(162
|
)
|
|||
Amount reclassified from accumulated other comprehensive loss, net of tax
|
|
—
|
|
|
7
|
|
|
7
|
|
|||
Other comprehensive income (loss), net of tax
|
|
(348
|
)
|
|
193
|
|
|
(155
|
)
|
|||
Balance, net of tax as of December 31, 2018
|
|
$
|
(1,511
|
)
|
|
$
|
(499
|
)
|
|
$
|
(2,010
|
)
|
|
|
As of June 30, 2018
|
||||||||||
|
|
As Reported Form 10-K
|
|
Adjustments
|
|
As Adjusted
(1)
|
||||||
Assets
|
|
|
|
|
|
|
||||||
Deferred costs
|
|
$
|
31,888
|
|
|
$
|
(20,129
|
)
|
|
$
|
11,759
|
|
Deferred costs, noncurrent
|
|
109,269
|
|
|
(62,603
|
)
|
|
46,666
|
|
|||
Total assets
|
|
320,412
|
|
|
(82,732
|
)
|
|
237,680
|
|
|||
Liabilities and stockholders’ equity
|
|
|
|
|
|
|
||||||
Deferred revenue
|
|
52,871
|
|
|
(32,157
|
)
|
|
20,714
|
|
|||
Deferred revenue, noncurrent
|
|
182,236
|
|
|
(128,412
|
)
|
|
53,824
|
|
|||
Accumulated deficit
|
|
(135,042
|
)
|
|
77,840
|
|
|
(57,202
|
)
|
|||
Total liabilities and stockholders’ equity
|
|
320,412
|
|
|
(82,732
|
)
|
|
237,680
|
|
|
|
Three Months Ended December 31, 2017
|
|
Six Months Ended December 31, 2017
|
||||||||||||||||||||
|
|
As Reported
Dec. 31, 2017 Form 10-Q
|
|
Adjustments
|
|
As Adjusted
|
|
As Reported
Dec. 31, 2017 Form 10-Q
|
|
Adjustments
|
|
As Adjusted
(1)
|
||||||||||||
Revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Product
|
|
$
|
25,307
|
|
|
$
|
20,600
|
|
|
$
|
45,907
|
|
|
$
|
49,271
|
|
|
$
|
37,028
|
|
|
$
|
86,299
|
|
Services
|
|
13,773
|
|
|
1,719
|
|
|
15,492
|
|
|
26,467
|
|
|
3,328
|
|
|
29,795
|
|
||||||
Total revenue
|
|
39,080
|
|
|
22,319
|
|
|
61,399
|
|
|
75,738
|
|
|
40,356
|
|
|
116,094
|
|
||||||
Cost of revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Product
|
|
15,053
|
|
|
15,303
|
|
|
30,356
|
|
|
29,727
|
|
|
27,952
|
|
|
57,679
|
|
||||||
Services
|
|
7,258
|
|
|
262
|
|
|
7,520
|
|
|
13,431
|
|
|
471
|
|
|
13,902
|
|
||||||
Total cost of revenue
|
|
22,311
|
|
|
15,565
|
|
|
37,876
|
|
|
43,158
|
|
|
28,423
|
|
|
71,581
|
|
||||||
Gross profit
|
|
16,769
|
|
|
6,754
|
|
|
23,523
|
|
|
32,580
|
|
|
11,933
|
|
|
44,513
|
|
||||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Research and development
|
|
21,903
|
|
|
(504
|
)
|
|
21,399
|
|
|
42,985
|
|
|
(905
|
)
|
|
42,080
|
|
||||||
Total operating expenses
|
|
32,613
|
|
|
(504
|
)
|
|
32,109
|
|
|
64,220
|
|
|
(905
|
)
|
|
63,315
|
|
||||||
Loss from operations
|
|
(15,844
|
)
|
|
7,258
|
|
|
(8,586
|
)
|
|
(31,640
|
)
|
|
12,838
|
|
|
(18,802
|
)
|
||||||
Net loss
|
|
(15,652
|
)
|
|
7,258
|
|
|
(8,394
|
)
|
|
(31,750
|
)
|
|
12,838
|
|
|
(18,912
|
)
|
||||||
Net loss per share, basic and diluted
|
|
$
|
(0.35
|
)
|
|
$
|
0.16
|
|
|
$
|
(0.19
|
)
|
|
$
|
(0.71
|
)
|
|
$
|
0.28
|
|
|
$
|
(0.43
|
)
|
•
|
Identification of the contract, or contracts, with a customer
|
•
|
Identification of the performance obligations in the contract
|
•
|
Determination of the transaction price
|
•
|
Allocation of the transaction price to the performance obligations in the contract
|
•
|
Recognition of revenue when, or as, the company satisfies a performance obligation
|
|
|
Three Months Ended
December 31,
|
|
Six Months Ended
December 31, |
||||||||||||
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Product
|
|
|
|
|
|
|
|
|
||||||||
On-board automotive navigation solutions (point in time)
(1)
|
|
$
|
42,397
|
|
|
$
|
45,907
|
|
|
$
|
82,327
|
|
|
$
|
86,299
|
|
Total product revenue
|
|
42,397
|
|
|
45,907
|
|
|
82,327
|
|
|
86,299
|
|
||||
Services
|
|
|
|
|
|
|
|
|
||||||||
Brought-in automotive navigation solutions (over time)
(2)
|
|
4,480
|
|
|
3,242
|
|
|
8,022
|
|
|
6,184
|
|
||||
Automotive maintenance and support (over time)
|
|
645
|
|
|
8
|
|
|
655
|
|
|
15
|
|
||||
Advertising services (point in time)
|
|
7,016
|
|
|
8,742
|
|
|
12,963
|
|
|
16,357
|
|
||||
Mobile navigation services (over time)
|
|
2,638
|
|
|
3,500
|
|
|
5,408
|
|
|
7,239
|
|
||||
Total services revenue
|
|
14,779
|
|
|
15,492
|
|
|
27,048
|
|
|
29,795
|
|
||||
Total revenue
|
|
$
|
57,176
|
|
|
$
|
61,399
|
|
|
$
|
109,375
|
|
|
$
|
116,094
|
|
(1)
Includes i) royalties earned and recognized at the point in time usage occurs, ii) map updates and iii) customized software development fees.
|
||||||||||||||||
(2)
Includes royalties earned and recognized over time from the allocation of transaction price to service obligations for hybrid automotive solutions.
|
|
|
Deferred Costs
|
||||||||||
|
|
Content
|
|
Development
|
|
Total
|
||||||
Balance, June 30, 2018 (as adjusted)
|
|
$
|
48,946
|
|
|
$
|
9,479
|
|
|
$
|
58,425
|
|
Content licensing costs incurred
|
|
58,167
|
|
|
—
|
|
|
58,167
|
|
|||
Customized software development costs incurred
|
|
—
|
|
|
1,038
|
|
|
1,038
|
|
|||
Less: cost of revenue recognized
|
|
(50,234
|
)
|
|
(1,931
|
)
|
|
(52,165
|
)
|
|||
Balance, December 31, 2018
|
|
$
|
56,879
|
|
|
$
|
8,586
|
|
|
$
|
65,465
|
|
2.
|
Adjustment of prior period financial statements for immaterial errors
|
|
|
As of June 30, 2018
|
|
As of September 30, 2018
|
||||||||||||||||||||
|
|
As Reported
Sept. 30, 2018 Form 10-Q
|
|
Adjustments
|
|
As Adjusted
|
|
As Reported
Sept. 30, 2018 Form 10-Q
|
|
Adjustments
|
|
As Adjusted
|
||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Deferred costs
|
|
$
|
9,906
|
|
|
$
|
1,853
|
|
|
$
|
11,759
|
|
|
$
|
13,842
|
|
|
$
|
2,989
|
|
|
$
|
16,831
|
|
Deferred costs, noncurrent
|
|
46,363
|
|
|
303
|
|
|
46,666
|
|
|
46,466
|
|
|
(491
|
)
|
|
45,975
|
|
||||||
Total assets
|
|
235,524
|
|
|
2,156
|
|
|
237,680
|
|
|
236,100
|
|
|
2,498
|
|
|
238,598
|
|
||||||
Liabilities and stockholders’ equity
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Deferred revenue
|
|
18,195
|
|
|
2,519
|
|
|
20,714
|
|
|
21,892
|
|
|
3,198
|
|
|
25,090
|
|
||||||
Deferred revenue, noncurrent
|
|
53,855
|
|
|
(31
|
)
|
|
53,824
|
|
|
57,031
|
|
|
(741
|
)
|
|
56,290
|
|
||||||
Accumulated deficit
|
|
(56,870
|
)
|
|
(332
|
)
|
|
(57,202
|
)
|
|
(64,813
|
)
|
|
41
|
|
|
(64,772
|
)
|
||||||
Total liabilities and stockholders’ equity
|
|
235,524
|
|
|
2,156
|
|
|
237,680
|
|
|
236,100
|
|
|
2,498
|
|
|
238,598
|
|
|
|
Three Months Ended September 30, 2017
|
|
Three Months Ended September 30, 2018
|
||||||||||||||||||||
|
|
As Reported
Sept. 30, 2018 Form 10-Q
|
|
Adjustments
|
|
As Adjusted
|
|
As Reported
Sept. 30, 2018 Form 10-Q
|
|
Adjustments
|
|
As Adjusted
|
||||||||||||
Revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Product
|
|
$
|
42,659
|
|
|
$
|
(2,267
|
)
|
|
$
|
40,392
|
|
|
$
|
40,471
|
|
|
$
|
(541
|
)
|
|
$
|
39,930
|
|
Services
|
|
14,303
|
|
|
—
|
|
|
14,303
|
|
|
11,697
|
|
|
572
|
|
|
12,269
|
|
||||||
Total revenue
|
|
56,962
|
|
|
(2,267
|
)
|
|
54,695
|
|
|
52,168
|
|
|
31
|
|
|
52,199
|
|
||||||
Cost of revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Product
|
|
29,441
|
|
|
(2,118
|
)
|
|
27,323
|
|
|
23,930
|
|
|
(342
|
)
|
|
23,588
|
|
||||||
Services
|
|
6,382
|
|
|
—
|
|
|
6,382
|
|
|
7,174
|
|
|
—
|
|
|
7,174
|
|
||||||
Total cost of revenue
|
|
35,823
|
|
|
(2,118
|
)
|
|
33,705
|
|
|
31,104
|
|
|
(342
|
)
|
|
30,762
|
|
||||||
Gross profit
|
|
21,139
|
|
|
(149
|
)
|
|
20,990
|
|
|
21,064
|
|
|
373
|
|
|
21,437
|
|
||||||
Loss from operations
|
|
(10,067
|
)
|
|
(149
|
)
|
|
(10,216
|
)
|
|
(8,903
|
)
|
|
373
|
|
|
(8,530
|
)
|
||||||
Net loss
|
|
(10,369
|
)
|
|
(149
|
)
|
|
(10,518
|
)
|
|
(7,943
|
)
|
|
373
|
|
|
(7,570
|
)
|
||||||
Net loss per share, basic and diluted
|
|
$
|
(0.24
|
)
|
|
$
|
—
|
|
|
$
|
(0.24
|
)
|
|
$
|
(0.18
|
)
|
|
$
|
0.01
|
|
|
$
|
(0.17
|
)
|
3.
|
Net income (loss) per share
|
|
|
Three Months Ended
December 31, |
|
Six Months Ended
December 31, |
||||||||||||
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Net loss
|
|
$
|
(4,581
|
)
|
|
$
|
(8,394
|
)
|
|
$
|
(12,151
|
)
|
|
$
|
(18,912
|
)
|
Weighted average common shares used in computing net loss per share, basic and diluted
|
|
45,443
|
|
|
44,476
|
|
|
45,230
|
|
|
44,495
|
|
||||
Net loss per share, basic and diluted
|
|
$
|
(0.10
|
)
|
|
$
|
(0.19
|
)
|
|
$
|
(0.27
|
)
|
|
$
|
(0.43
|
)
|
|
|
December 31,
|
||||
|
|
2018
|
|
2017
|
||
Stock options
|
|
5,114
|
|
|
5,556
|
|
Restricted stock units
|
|
2,918
|
|
|
3,596
|
|
Total
|
|
8,032
|
|
|
9,152
|
|
4.
|
Cash, cash equivalents and short-term investments
|
Description
|
|
Amortized
Cost
|
|
Unrealized
Gains
|
|
Unrealized
Losses
|
|
Estimated
Fair Value
|
||||||||
Cash
|
|
$
|
15,279
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
15,279
|
|
Cash equivalents:
|
|
|
|
|
|
|
|
|
||||||||
Money market mutual funds
|
|
1,763
|
|
|
—
|
|
|
—
|
|
|
1,763
|
|
||||
U.S. treasury securities
|
|
1,523
|
|
|
—
|
|
|
—
|
|
|
1,523
|
|
||||
Commercial paper
|
|
3,840
|
|
|
—
|
|
|
—
|
|
|
3,840
|
|
||||
Total cash equivalents
|
|
7,126
|
|
|
—
|
|
|
—
|
|
|
7,126
|
|
||||
Total cash and cash equivalents
|
|
22,405
|
|
|
—
|
|
|
—
|
|
|
22,405
|
|
||||
Short-term investments:
|
|
|
|
|
|
|
|
|
||||||||
U.S. treasury securities
|
|
5,240
|
|
|
—
|
|
|
(26
|
)
|
|
5,214
|
|
||||
U.S. agency securities
|
|
1,609
|
|
|
4
|
|
|
(9
|
)
|
|
1,604
|
|
||||
Asset-backed securities
|
|
7,257
|
|
|
3
|
|
|
(49
|
)
|
|
7,211
|
|
||||
Municipal securities
|
|
3,370
|
|
|
—
|
|
|
(1
|
)
|
|
3,369
|
|
||||
Commercial paper
|
|
999
|
|
|
—
|
|
|
—
|
|
|
999
|
|
||||
Corporate bonds
|
|
45,430
|
|
|
18
|
|
|
(301
|
)
|
|
45,147
|
|
||||
Total short-term investments
|
|
63,905
|
|
|
25
|
|
|
(386
|
)
|
|
63,544
|
|
||||
Cash, cash equivalents and short-term investments
|
|
$
|
86,310
|
|
|
$
|
25
|
|
|
$
|
(386
|
)
|
|
$
|
85,949
|
|
Description
|
|
Amortized
Cost
|
|
Unrealized
Gains
|
|
Unrealized
Losses
|
|
Estimated
Fair Value
|
||||||||
Cash
|
|
$
|
10,202
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
10,202
|
|
Cash equivalents:
|
|
|
|
|
|
|
|
|
||||||||
Money market mutual funds
|
|
3,751
|
|
|
—
|
|
|
—
|
|
|
3,751
|
|
||||
U.S. treasury securities
|
|
498
|
|
|
—
|
|
|
—
|
|
|
498
|
|
||||
Commercial paper
|
|
2,666
|
|
|
—
|
|
|
—
|
|
|
2,666
|
|
||||
Total cash equivalents
|
|
6,915
|
|
|
—
|
|
|
—
|
|
|
6,915
|
|
||||
Total cash and cash equivalents
|
|
17,117
|
|
|
—
|
|
|
—
|
|
|
17,117
|
|
||||
Short-term investments:
|
|
|
|
|
|
|
|
|
||||||||
U.S. treasury securities
|
|
4,737
|
|
|
—
|
|
|
(34
|
)
|
|
4,703
|
|
||||
U.S. agency securities
|
|
2,424
|
|
|
—
|
|
|
(16
|
)
|
|
2,408
|
|
||||
Asset-backed securities
|
|
8,040
|
|
|
1
|
|
|
(72
|
)
|
|
7,969
|
|
||||
Municipal securities
|
|
2,220
|
|
|
—
|
|
|
(4
|
)
|
|
2,216
|
|
||||
Commercial paper
|
|
1,249
|
|
|
—
|
|
|
—
|
|
|
1,249
|
|
||||
Corporate bonds
|
|
49,717
|
|
|
2
|
|
|
(435
|
)
|
|
49,284
|
|
||||
Total short-term investments
|
|
68,387
|
|
|
3
|
|
|
(561
|
)
|
|
67,829
|
|
||||
Cash, cash equivalents and short-term investments
|
|
$
|
85,504
|
|
|
$
|
3
|
|
|
$
|
(561
|
)
|
|
$
|
84,946
|
|
|
|
December 31, 2018
|
||||||||||||||||||||||
|
|
Less than 12 Months
|
|
12 Months or Greater
|
|
Total
|
||||||||||||||||||
|
|
Fair Value
|
|
Unrealized Losses
|
|
Fair Value
|
|
Unrealized Losses
|
|
Fair Value
|
|
Unrealized Losses
|
||||||||||||
U.S. treasury securities
|
|
$
|
1,495
|
|
|
$
|
(2
|
)
|
|
$
|
2,969
|
|
|
$
|
(24
|
)
|
|
$
|
4,464
|
|
|
$
|
(26
|
)
|
U.S. agency securities
|
|
—
|
|
|
—
|
|
|
991
|
|
|
(9
|
)
|
|
991
|
|
|
(9
|
)
|
||||||
Asset-backed securities
|
|
688
|
|
|
(2
|
)
|
|
4,472
|
|
|
(47
|
)
|
|
5,160
|
|
|
(49
|
)
|
||||||
Municipal securities
|
|
1,499
|
|
|
(1
|
)
|
|
500
|
|
|
—
|
|
|
1,999
|
|
|
(1
|
)
|
||||||
Corporate bonds
|
|
11,019
|
|
|
(39
|
)
|
|
29,570
|
|
|
(262
|
)
|
|
40,589
|
|
|
(301
|
)
|
||||||
Total
|
|
$
|
14,701
|
|
|
$
|
(44
|
)
|
|
$
|
38,502
|
|
|
$
|
(342
|
)
|
|
$
|
53,203
|
|
|
$
|
(386
|
)
|
|
|
June 30, 2018
|
||||||||||||||||||||||
|
|
Less than 12 Months
|
|
12 Months or Greater
|
|
Total
|
||||||||||||||||||
|
|
Fair Value
|
|
Unrealized Losses
|
|
Fair Value
|
|
Unrealized Losses
|
|
Fair Value
|
|
Unrealized Losses
|
||||||||||||
U.S. treasury securities
|
|
$
|
4,703
|
|
|
$
|
(34
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4,703
|
|
|
$
|
(34
|
)
|
U.S. agency securities
|
|
1,118
|
|
|
(6
|
)
|
|
1,290
|
|
|
(10
|
)
|
|
2,408
|
|
|
(16
|
)
|
||||||
Asset-backed securities
|
|
5,368
|
|
|
(69
|
)
|
|
1,562
|
|
|
(3
|
)
|
|
6,930
|
|
|
(72
|
)
|
||||||
Municipal securities
|
|
1,716
|
|
|
(4
|
)
|
|
—
|
|
|
—
|
|
|
1,716
|
|
|
(4
|
)
|
||||||
Commercial paper
|
|
1,249
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,249
|
|
|
—
|
|
||||||
Corporate bonds
|
|
34,982
|
|
|
(318
|
)
|
|
10,880
|
|
|
(117
|
)
|
|
45,862
|
|
|
(435
|
)
|
||||||
Total
|
|
$
|
49,136
|
|
|
$
|
(431
|
)
|
|
$
|
13,732
|
|
|
$
|
(130
|
)
|
|
$
|
62,868
|
|
|
$
|
(561
|
)
|
|
|
Amortized
Cost
|
|
Estimated
Fair Value
|
||||
Due within one year
|
|
$
|
37,114
|
|
|
$
|
36,953
|
|
Due between one and two years
|
|
19,568
|
|
|
19,377
|
|
||
Due between two and three years
|
|
7,223
|
|
|
7,214
|
|
||
Total
|
|
$
|
63,905
|
|
|
$
|
63,544
|
|
5.
|
Fair value of financial instruments
|
|
|
Fair Value Measurements at December 31, 2018 Using
|
||||||||||||||
|
|
|
|
Quoted Prices
in Active
Markets for
Identical
Assets
|
|
Significant
Other
Observable
Inputs
|
|
Significant
Unobservable
Inputs
|
||||||||
Description
|
|
Total
|
|
(Level 1)
|
|
(Level 2)
|
|
(Level 3)
|
||||||||
Cash equivalents:
|
|
|
|
|
|
|
|
|
||||||||
Money market mutual funds
|
|
$
|
1,763
|
|
|
$
|
1,763
|
|
|
$
|
—
|
|
|
$
|
—
|
|
U.S. treasury securities
|
|
1,523
|
|
|
1,523
|
|
|
—
|
|
|
—
|
|
||||
Commercial paper
|
|
3,840
|
|
|
—
|
|
|
3,840
|
|
|
—
|
|
||||
Total cash equivalents
|
|
7,126
|
|
|
3,286
|
|
|
3,840
|
|
|
—
|
|
||||
Short-term investments:
|
|
|
|
|
|
|
|
|
||||||||
U.S. treasury securities
|
|
5,214
|
|
|
5,214
|
|
|
—
|
|
|
—
|
|
||||
U.S. agency securities
|
|
1,604
|
|
|
—
|
|
|
1,604
|
|
|
—
|
|
||||
Asset-backed securities
|
|
7,211
|
|
|
—
|
|
|
7,211
|
|
|
—
|
|
||||
Municipal securities
|
|
3,369
|
|
|
—
|
|
|
3,369
|
|
|
—
|
|
||||
Commercial paper
|
|
999
|
|
|
—
|
|
|
999
|
|
|
—
|
|
||||
Corporate bonds
|
|
45,147
|
|
|
—
|
|
|
45,147
|
|
|
—
|
|
||||
Total short-term investments
|
|
63,544
|
|
|
5,214
|
|
|
58,330
|
|
|
—
|
|
||||
Cash equivalents and short-term investments
|
|
$
|
70,670
|
|
|
$
|
8,500
|
|
|
$
|
62,170
|
|
|
$
|
—
|
|
|
|
Fair Value Measurements at June 30, 2018 Using
|
||||||||||||||
|
|
|
|
Quoted Prices
in Active
Markets for
Identical
Assets
|
|
Significant
Other
Observable
Inputs
|
|
Significant
Unobservable
Inputs
|
||||||||
Description
|
|
Total
|
|
(Level 1)
|
|
(Level 2)
|
|
(Level 3)
|
||||||||
Cash equivalents:
|
|
|
|
|
|
|
|
|
||||||||
Money market mutual funds
|
|
$
|
3,751
|
|
|
$
|
3,751
|
|
|
$
|
—
|
|
|
$
|
—
|
|
U.S. treasury securities
|
|
498
|
|
|
498
|
|
|
—
|
|
|
—
|
|
||||
Commercial paper
|
|
2,666
|
|
|
—
|
|
|
2,666
|
|
|
—
|
|
||||
Total cash equivalents
|
|
6,915
|
|
|
4,249
|
|
|
2,666
|
|
|
—
|
|
||||
Short-term investments:
|
|
|
|
|
|
|
|
|
||||||||
U.S. treasury securities
|
|
4,703
|
|
|
4,703
|
|
|
—
|
|
|
—
|
|
||||
U.S. agency securities
|
|
2,408
|
|
|
—
|
|
|
2,408
|
|
|
—
|
|
||||
Asset-backed securities
|
|
7,969
|
|
|
—
|
|
|
7,969
|
|
|
—
|
|
||||
Municipal securities
|
|
2,216
|
|
|
—
|
|
|
2,216
|
|
|
—
|
|
||||
Commercial paper
|
|
1,249
|
|
|
—
|
|
|
1,249
|
|
|
—
|
|
||||
Corporate bonds
|
|
49,284
|
|
|
—
|
|
|
49,284
|
|
|
—
|
|
||||
Total short-term investments
|
|
67,829
|
|
|
4,703
|
|
|
63,126
|
|
|
—
|
|
||||
Cash equivalents and short-term investments
|
|
$
|
74,744
|
|
|
$
|
8,952
|
|
|
$
|
65,792
|
|
|
$
|
—
|
|
Carrying value (cost basis), June 30, 2018
|
|
$
|
708
|
|
Upward adjustments
|
|
1,259
|
|
|
Downward adjustments (including impairment)
|
|
—
|
|
|
Carrying value, December 31, 2018
|
|
$
|
1,967
|
|
6.
|
Balance sheet information
|
|
|
December 31,
2018 |
|
June 30,
2018 |
||||
Acquired developed technology
|
|
$
|
13,875
|
|
|
$
|
13,875
|
|
Less accumulated amortization
|
|
(12,058
|
)
|
|
(11,491
|
)
|
||
Intangible assets, net
|
|
$
|
1,817
|
|
|
$
|
2,384
|
|
|
|
December 31,
2018 |
|
June 30,
2018 |
||||
Accrued compensation and benefits
|
|
$
|
6,923
|
|
|
$
|
12,024
|
|
Accrued royalties
|
|
12,218
|
|
|
16,298
|
|
||
Customer overpayments and related reserves
|
|
3,409
|
|
|
5,356
|
|
||
Other accrued expenses
|
|
6,817
|
|
|
5,125
|
|
||
Total accrued expenses
|
|
$
|
29,367
|
|
|
$
|
38,803
|
|
7.
|
Deferred revenue and remaining performance obligations
|
Beginning balance, June 30, 2018 (as adjusted)
|
|
$
|
74,538
|
|
Revenue recognized that was included in beginning balance
|
|
(14,415
|
)
|
|
Amount billed, net of revenue recognized that was not included in beginning balance
|
|
27,649
|
|
|
Ending balance, December 31, 2018
|
|
$
|
87,772
|
|
|
|
|
8.
|
Commitments and contingencies
|
|
|
Payments Due by Period
|
||||||||||||||||||||||||||
|
|
Total
|
|
Fiscal 2019
|
|
Fiscal 2020
|
|
Fiscal 2021
|
|
Fiscal 2022
|
|
Fiscal 2023
|
|
Thereafter
|
||||||||||||||
Operating lease obligations
|
|
$
|
14,582
|
|
|
$
|
2,021
|
|
|
$
|
4,197
|
|
|
$
|
3,002
|
|
|
$
|
2,632
|
|
|
$
|
2,204
|
|
|
$
|
526
|
|
Purchase obligations
|
|
7,518
|
|
|
2,977
|
|
|
1,915
|
|
|
965
|
|
|
415
|
|
|
415
|
|
|
831
|
|
|||||||
Total contractual obligations
|
|
$
|
22,100
|
|
|
$
|
4,998
|
|
|
$
|
6,112
|
|
|
$
|
3,967
|
|
|
$
|
3,047
|
|
|
$
|
2,619
|
|
|
$
|
1,357
|
|
9.
|
Guarantees and indemnifications
|
10.
|
Stock-based compensation
|
|
|
Number of
Shares
|
|
Weighted
Average
Exercise
Price
|
|
Weighted
Average
Remaining
Contractual
Life
(years)
|
|
Aggregate
Intrinsic
Value
|
|||||
Options outstanding as of June 30, 2018
|
|
5,116
|
|
|
$
|
6.48
|
|
|
|
|
|
||
Granted
|
|
290
|
|
|
$
|
5.10
|
|
|
|
|
|
||
Exercised
|
|
(5
|
)
|
|
$
|
4.89
|
|
|
|
|
|
||
Canceled or expired
|
|
(287
|
)
|
|
$
|
7.01
|
|
|
|
|
|
||
Options outstanding as of December 31, 2018
|
|
5,114
|
|
|
$
|
6.37
|
|
|
4.99
|
|
$
|
2
|
|
As of December 31, 2018:
|
|
|
|
|
|
|
|
|
|||||
Options vested and expected to vest
|
|
4,986
|
|
|
$
|
6.39
|
|
|
4.91
|
|
$
|
2
|
|
Options exercisable
|
|
3,987
|
|
|
$
|
6.55
|
|
|
4.27
|
|
$
|
2
|
|
|
|
Number of
Shares
|
|
Weighted
Average
Remaining
Contractual
Life
(years)
|
|
Aggregate
Intrinsic
Value
|
|||
RSUs outstanding as of June 30, 2018
|
|
3,068
|
|
|
|
|
|
||
Granted
|
|
1,052
|
|
|
|
|
|
||
Vested
|
|
(955
|
)
|
|
|
|
|
||
Canceled
|
|
(247
|
)
|
|
|
|
|
||
RSUs outstanding as of December 31, 2018
|
|
2,918
|
|
|
1.63
|
|
$
|
11,845
|
|
As of December 31, 2018:
|
|
|
|
|
|
|
|||
RSUs expected to vest
|
|
2,397
|
|
|
1.50
|
|
$
|
9,733
|
|
|
|
Number of
Shares
|
|
Shares available for grant as of June 30, 2018
|
|
3,169
|
|
Additional shares authorized
|
|
1,667
|
|
Granted
|
|
(1,342
|
)
|
RSUs withheld for taxes in net share settlements
|
|
290
|
|
Canceled
|
|
534
|
|
Shares available for grant as of December 31, 2018
|
|
4,318
|
|
|
|
Three Months Ended
December 31, |
|
Six Months Ended
December 31, |
||||||||||||
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Stock option awards
|
|
$
|
435
|
|
|
$
|
577
|
|
|
$
|
864
|
|
|
$
|
1,173
|
|
RSU awards
|
|
1,680
|
|
|
2,311
|
|
|
3,520
|
|
|
4,195
|
|
||||
Total stock-based compensation expense
|
|
$
|
2,115
|
|
|
$
|
2,888
|
|
|
$
|
4,384
|
|
|
$
|
5,368
|
|
|
|
Three Months Ended
December 31, |
|
Six Months Ended
December 31, |
||||||||||||
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Expected volatility
|
|
—
|
%
|
|
42
|
%
|
|
39
|
%
|
|
42
|
%
|
||||
Expected term (in years)
|
|
0.00
|
|
|
4.74
|
|
|
6.87
|
|
|
4.75
|
|
||||
Risk-free interest rate
|
|
—
|
%
|
|
2.00
|
%
|
|
2.99
|
%
|
|
2.00
|
%
|
||||
Dividend yield
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
||||
Weighted average grant date fair value per share
|
|
$
|
—
|
|
|
$
|
2.14
|
|
|
$
|
2.32
|
|
|
$
|
2.14
|
|
11.
|
Income taxes
|
12.
|
Segments
|
|
|
Three Months Ended
December 31, |
|
Six Months Ended
December 31, |
||||||||||||
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Automotive
|
|
|
|
|
|
|
|
|
||||||||
Revenue
|
|
$
|
47,522
|
|
|
$
|
49,157
|
|
|
$
|
91,004
|
|
|
$
|
92,498
|
|
Cost of revenue
|
|
28,081
|
|
|
31,981
|
|
|
54,698
|
|
|
60,724
|
|
||||
Gross profit
|
|
$
|
19,441
|
|
|
$
|
17,176
|
|
|
$
|
36,306
|
|
|
$
|
31,774
|
|
Gross margin
|
|
41
|
%
|
|
35
|
%
|
|
40
|
%
|
|
34
|
%
|
||||
Advertising
|
|
|
|
|
|
|
|
|
||||||||
Revenue
|
|
$
|
7,016
|
|
|
$
|
8,742
|
|
|
$
|
12,963
|
|
|
$
|
16,357
|
|
Cost of revenue
|
|
3,286
|
|
|
4,402
|
|
|
6,506
|
|
|
7,814
|
|
||||
Gross profit
|
|
$
|
3,730
|
|
|
$
|
4,340
|
|
|
$
|
6,457
|
|
|
$
|
8,543
|
|
Gross margin
|
|
53
|
%
|
|
50
|
%
|
|
50
|
%
|
|
52
|
%
|
||||
Mobile Navigation
|
|
|
|
|
|
|
|
|
||||||||
Revenue
|
|
$
|
2,638
|
|
|
$
|
3,500
|
|
|
$
|
5,408
|
|
|
$
|
7,239
|
|
Cost of revenue
|
|
824
|
|
|
1,493
|
|
|
1,749
|
|
|
3,043
|
|
||||
Gross profit
|
|
$
|
1,814
|
|
|
$
|
2,007
|
|
|
$
|
3,659
|
|
|
$
|
4,196
|
|
Gross margin
|
|
69
|
%
|
|
57
|
%
|
|
68
|
%
|
|
58
|
%
|
||||
Total
|
|
|
|
|
|
|
|
|
||||||||
Revenue
|
|
$
|
57,176
|
|
|
$
|
61,399
|
|
|
$
|
109,375
|
|
|
$
|
116,094
|
|
Cost of revenue
|
|
32,191
|
|
|
37,876
|
|
|
62,953
|
|
|
71,581
|
|
||||
Gross profit
|
|
$
|
24,985
|
|
|
$
|
23,523
|
|
|
$
|
46,422
|
|
|
$
|
44,513
|
|
Gross margin
|
|
44
|
%
|
|
38
|
%
|
|
42
|
%
|
|
38
|
%
|
13.
|
Subsequent event
|
Item 2.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations.
|
•
|
We expect to incur additional costs in the future due to requirements to provide ongoing provisioning of services such as hosting, monitoring and customer support; accordingly, direct contribution from billings, direct contribution margin from billings and adjusted cash flow from operations do not reflect all costs associated with billings;
|
•
|
assets being depreciated and amortized may have to be replaced in the future, and adjusted EBITDA does not reflect cash capital expenditure requirements for such replacements or for new capital expenditures;
|
•
|
adjusted EBITDA and adjusted cash flow from operations do not reflect the potentially dilutive impact of equity-based compensation;
|
•
|
adjusted EBITDA and adjusted cash flow from operations do not reflect the use of cash for net share settlements of RSUs;
|
•
|
adjusted EBITDA and adjusted cash flow from operations do not reflect tax payments that historically have represented a reduction in cash available to us or tax benefits that may arise as a result of generating net losses; and
|
•
|
adjusted EBITDA, adjusted cash flow from operations, free cash flow or similarly titled measures may be calculated by other companies differently, which reduces their usefulness as comparative measures.
|
Reconciliation of Deferred Revenue to Change in Deferred Revenue
|
||||||||||||||||
Reconciliation of Deferred Costs to Change in Deferred Costs
|
||||||||||||||||
|
|
|
|
|
|
|
|
|
||||||||
|
|
Three Months Ended December 31, 2018
|
||||||||||||||
|
|
Automotive
|
|
Advertising
|
|
Mobile Navigation
|
|
Total
|
||||||||
Deferred revenue, December 31
|
|
$
|
87,325
|
|
|
$
|
—
|
|
|
$
|
447
|
|
|
$
|
87,772
|
|
Deferred revenue, September 30
|
|
80,830
|
|
|
—
|
|
|
550
|
|
|
81,380
|
|
||||
Change in deferred revenue
|
|
$
|
6,495
|
|
|
$
|
—
|
|
|
$
|
(103
|
)
|
|
$
|
6,392
|
|
|
|
|
|
|
|
|
|
|
||||||||
Deferred costs, December 31
|
|
$
|
65,465
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
65,465
|
|
Deferred costs, September 30
|
|
62,806
|
|
|
—
|
|
|
—
|
|
|
62,806
|
|
||||
Change in deferred costs
|
|
$
|
2,659
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,659
|
|
|
|
Three Months Ended December 31, 2017
|
||||||||||||||
|
|
Automotive
|
|
Advertising
|
|
Mobile Navigation
|
|
Total
|
||||||||
Deferred revenue, December 31
|
|
$
|
58,321
|
|
|
$
|
—
|
|
|
$
|
633
|
|
|
$
|
58,954
|
|
Deferred revenue, September 30
|
|
49,381
|
|
|
—
|
|
|
827
|
|
|
50,208
|
|
||||
Change in deferred revenue
|
|
$
|
8,940
|
|
|
$
|
—
|
|
|
$
|
(194
|
)
|
|
$
|
8,746
|
|
|
|
|
|
|
|
|
|
|
||||||||
Deferred costs, December 31
|
|
$
|
48,724
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
48,724
|
|
Deferred costs, September 30
|
|
43,018
|
|
|
—
|
|
|
—
|
|
|
43,018
|
|
||||
Change in deferred costs
|
|
$
|
5,706
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5,706
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
Six Months Ended December 31, 2018
|
||||||||||||||
|
|
Automotive
|
|
Advertising
|
|
Mobile Navigation
|
|
Total
|
||||||||
Deferred revenue, December 31
|
|
$
|
87,325
|
|
|
$
|
—
|
|
|
$
|
447
|
|
|
$
|
87,772
|
|
Deferred revenue, June 30
|
|
74,001
|
|
|
—
|
|
|
537
|
|
|
74,538
|
|
||||
Change in deferred revenue
|
|
$
|
13,324
|
|
|
$
|
—
|
|
|
$
|
(90
|
)
|
|
$
|
13,234
|
|
|
|
|
|
|
|
|
|
|
||||||||
Deferred costs, December 31
|
|
$
|
65,465
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
65,465
|
|
Deferred costs, June 30
|
|
58,425
|
|
|
—
|
|
|
—
|
|
|
58,425
|
|
||||
Change in deferred costs
|
|
$
|
7,040
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
7,040
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
Six Months Ended December 31, 2017
|
||||||||||||||
|
|
Automotive
|
|
Advertising
|
|
Mobile Navigation
|
|
Total
|
||||||||
Deferred revenue, December 31
|
|
$
|
58,321
|
|
|
$
|
—
|
|
|
$
|
633
|
|
|
$
|
58,954
|
|
Deferred revenue, June 30
|
|
38,230
|
|
|
—
|
|
|
884
|
|
|
39,114
|
|
||||
Change in deferred revenue
|
|
$
|
20,091
|
|
|
$
|
—
|
|
|
$
|
(251
|
)
|
|
$
|
19,840
|
|
|
|
|
|
|
|
|
|
|
||||||||
Deferred costs, December 31
|
|
$
|
48,724
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
48,724
|
|
Deferred costs, June 30
|
|
35,426
|
|
|
—
|
|
|
—
|
|
|
35,426
|
|
||||
Change in deferred costs
|
|
$
|
13,298
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
13,298
|
|
Reconciliation of Revenue to Billings - Ford and GM
|
||||||||||||||||
|
|
|
|
|
|
|
|
|
||||||||
|
|
Three Months Ended
December 31, |
|
Six Months Ended
December 31, |
||||||||||||
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Revenue from Ford
|
|
$
|
32,512
|
|
|
$
|
42,778
|
|
|
$
|
63,323
|
|
|
$
|
81,849
|
|
Adjustments:
|
|
|
|
|
|
|
|
|
||||||||
Change in deferred revenue attributed to Ford
|
|
2,138
|
|
|
2,918
|
|
|
3,100
|
|
|
8,841
|
|
||||
Billings to Ford
|
|
$
|
34,650
|
|
|
$
|
45,696
|
|
|
$
|
66,423
|
|
|
$
|
90,690
|
|
Billings to Ford as a percentage of total billings
|
|
55
|
%
|
|
65
|
%
|
|
54
|
%
|
|
67
|
%
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Revenue from GM
|
|
$
|
9,536
|
|
|
$
|
4,217
|
|
|
$
|
16,982
|
|
|
$
|
6,630
|
|
Adjustments:
|
|
|
|
|
|
|
|
|
||||||||
Change in deferred revenue attributed to GM
|
|
2,915
|
|
|
841
|
|
|
$
|
5,457
|
|
|
$
|
1,905
|
|
||
Billings to GM
|
|
$
|
12,451
|
|
|
$
|
5,058
|
|
|
$
|
22,439
|
|
|
$
|
8,535
|
|
Billings to GM as a percentage of total billings
|
|
20
|
%
|
|
7
|
%
|
|
18
|
%
|
|
6
|
%
|
||||
|
|
|
|
|
|
|
Three Months Ended
December 31, |
|
Six Months Ended
December 31, |
||||||||||||
Consolidated Statements of Operations Data
|
|
2018
|
|
2017
As Adjusted
(1)
|
|
2018
|
|
2017
As Adjusted
(1)
|
||||||||
|
|
(in thousands)
|
||||||||||||||
Revenue:
|
|
|
|
|
|
|
|
|
||||||||
Product
|
|
$
|
42,397
|
|
|
$
|
45,907
|
|
|
$
|
82,327
|
|
|
$
|
86,299
|
|
Services
|
|
14,779
|
|
|
15,492
|
|
|
27,048
|
|
|
29,795
|
|
||||
Total revenue
|
|
57,176
|
|
|
61,399
|
|
|
109,375
|
|
|
116,094
|
|
||||
Cost of revenue:
|
|
|
|
|
|
|
|
|
||||||||
Product
|
|
25,015
|
|
|
30,356
|
|
|
48,603
|
|
|
57,679
|
|
||||
Services
|
|
7,176
|
|
|
7,520
|
|
|
14,350
|
|
|
13,902
|
|
||||
Total cost of revenue
|
|
32,191
|
|
|
37,876
|
|
|
62,953
|
|
|
71,581
|
|
||||
Gross profit
|
|
24,985
|
|
|
23,523
|
|
|
46,422
|
|
|
44,513
|
|
||||
Operating expenses:
|
|
|
|
|
|
|
|
|
||||||||
Research and development
|
|
19,091
|
|
|
21,399
|
|
|
39,193
|
|
|
42,080
|
|
||||
Sales and marketing
|
|
4,455
|
|
|
5,136
|
|
|
8,870
|
|
|
10,200
|
|
||||
General and administrative
|
|
5,721
|
|
|
5,514
|
|
|
11,171
|
|
|
10,725
|
|
||||
Legal settlements and contingencies
|
|
650
|
|
|
60
|
|
|
650
|
|
|
310
|
|
||||
Total operating expenses
|
|
29,917
|
|
|
32,109
|
|
|
59,884
|
|
|
63,315
|
|
||||
Loss from operations
|
|
(4,932
|
)
|
|
(8,586
|
)
|
|
(13,462
|
)
|
|
(18,802
|
)
|
||||
Other income, net
|
|
532
|
|
|
218
|
|
|
2,122
|
|
|
171
|
|
||||
Loss before provision for income taxes
|
|
(4,400
|
)
|
|
(8,368
|
)
|
|
(11,340
|
)
|
|
(18,631
|
)
|
||||
Provision for income taxes
|
|
181
|
|
|
26
|
|
|
811
|
|
|
281
|
|
||||
Net loss
|
|
$
|
(4,581
|
)
|
|
$
|
(8,394
|
)
|
|
$
|
(12,151
|
)
|
|
$
|
(18,912
|
)
|
|
|
(as a percentage of revenue)
|
||||||||||
Revenue:
|
|
|
|
|
|
|
|
|
||||
Product
|
|
74
|
%
|
|
75
|
%
|
|
75
|
%
|
|
74
|
%
|
Services
|
|
26
|
%
|
|
25
|
%
|
|
25
|
%
|
|
26
|
%
|
Total revenue
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
Cost of revenue:
|
|
|
|
|
|
|
|
|
||||
Product
|
|
44
|
%
|
|
50
|
%
|
|
45
|
%
|
|
50
|
%
|
Services
|
|
12
|
%
|
|
12
|
%
|
|
13
|
%
|
|
12
|
%
|
Total cost of revenue
|
|
56
|
%
|
|
62
|
%
|
|
58
|
%
|
|
62
|
%
|
Gross profit
|
|
44
|
%
|
|
38
|
%
|
|
42
|
%
|
|
38
|
%
|
Operating expenses:
|
|
|
|
|
|
|
|
|
||||
Research and development
|
|
34
|
%
|
|
35
|
%
|
|
36
|
%
|
|
36
|
%
|
Sales and marketing
|
|
8
|
%
|
|
8
|
%
|
|
8
|
%
|
|
9
|
%
|
General and administrative
|
|
10
|
%
|
|
9
|
%
|
|
10
|
%
|
|
9
|
%
|
Legal settlements and contingencies
|
|
1
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
Total operating expenses
|
|
53
|
%
|
|
52
|
%
|
|
54
|
%
|
|
54
|
%
|
Loss from operations
|
|
(9
|
)%
|
|
(14
|
)%
|
|
(12
|
)%
|
|
(16
|
)%
|
Other income, net
|
|
1
|
%
|
|
—
|
%
|
|
2
|
%
|
|
—
|
%
|
Loss before provision for income taxes
|
|
(8
|
)%
|
|
(14
|
)%
|
|
(10
|
)%
|
|
(16
|
)%
|
Provision for income taxes
|
|
—
|
%
|
|
—
|
%
|
|
1
|
%
|
|
—
|
%
|
Net loss
|
|
(8
|
)%
|
|
(14
|
)%
|
|
(11
|
)%
|
|
(16
|
)%
|
(1)
Certain amounts have been adjusted to reflect the adoption of ASC 606. See Note 1 to our condensed consolidated financial statements for a summary of adjustments.
|
|
|
Six Months Ended
December 31, |
||||||
|
|
2018
|
|
2017
|
||||
Net cash provided by (used in) operating activities
|
|
$
|
2,641
|
|
|
$
|
(3,145
|
)
|
Net cash provided by (used in) investing activities
|
|
4,034
|
|
|
(2,845
|
)
|
||
Net cash used in financing activities
|
|
(1,533
|
)
|
|
(1,371
|
)
|
||
Effect of exchange rate changes on cash and cash equivalents
|
|
(360
|
)
|
|
563
|
|
||
Net increase (decrease) in cash, cash equivalents and restricted cash
|
|
$
|
4,782
|
|
|
$
|
(6,798
|
)
|
Item 3.
|
Quantitative and Qualitative Disclosures about Market Risk.
|
Item 4.
|
Controls and Procedures.
|
Item 1.
|
Legal Proceedings.
|
Item 1A.
|
Risk Factors.
|
•
|
the ability of automobile manufacturers to sell automobiles equipped with our products;
|
•
|
competitive in-car platforms and products, such as Apple’s CarPlay and Google’s auto initiatives, which are currently offered in North America on Ford vehicles equipped with its SYNC 3 platform and most GM models;
|
•
|
the recent decision by Toyota to expand Apple’s CarPlay compatibility to certain of its 2019 model year and beyond Toyota and Lexus vehicles;
|
•
|
Ford’s announced intentions to modify its North America and European passenger car portfolio whereby it has begun phasing out certain car models;
|
•
|
GM’s announced intentions to end production of certain passenger vehicles in North America;
|
•
|
the seasonality and unpredictability of new vehicle production, including tooling and assembly changes and plant shutdowns, such as the impact to production of certain Ford pickup truck models in U.S. factories due to a May 2018 fire at a supplier plant;
|
•
|
changes made to existing contractual obligations with a customer that may affect the nature and timing of revenue recognition, such as the adoption of our map update solution for Ford’s customers in multiple geographies and its impact on the timing of our revenue recognition;
|
•
|
competitive pressures on automotive navigation pricing from low cost suppliers and for vehicles where consumers are extremely price sensitive;
|
•
|
the recent demonstration by Google of in-car integration of Android Auto with Google Maps which did not require a mobile handset;
|
•
|
investments made by HERE North America, LLC, or HERE, and TomTom North America, Inc., or TomTom, in high definition maps that may be leveraged to displace our products and services in new vehicle models;
|
•
|
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 United States;
|
•
|
the impact of tariffs and other trade negotiations on vehicle prices and supply chains;
|
•
|
the impact on vehicle sales resulting from tariffs on imported vehicles and parts and disruption to automobile manufacturer supply chains resulting therefrom;
|
•
|
the effectiveness of our entry into new business areas;
|
•
|
the loss of our relationship, a change in our revenue model, a change in pricing, or a reduction in geographic scope with any particular customer;
|
•
|
poor reviews of automotive service offerings into which our navigation solutions are integrated resulting in limited uptake of navigation options by car buyers;
|
•
|
warranty claims based on the performance of our products and the potential impact on our reputation with navigation users and automobile manufacturers and tier ones;
|
•
|
the sale of vehicle brands by automobile manufacturers to an automobile manufacturer with which we do not have an existing relationship;
|
•
|
the timing and quality of information we receive from our customers and the impact of customer audits of their reporting to us;
|
•
|
the inability of our automobile manufacturer customers to attract new vehicle buyers and new subscribers for connected services;
|
•
|
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 cost and potential outcomes of existing and future litigation;
|
•
|
the timing and success of new product or service introductions by us or our competitors and customer reviews of those products or services;
|
•
|
the timing and success of marketing expenditures for our products and services;
|
•
|
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, including the recent rise in U.S. interest rates, 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 such as ASC 606.
|
•
|
significantly greater revenue and financial resources;
|
•
|
ownership of mapping and other content allowing them to offer a more vertically integrated solution;
|
•
|
stronger brand and consumer recognition in a particular market segment, geographic region or worldwide;
|
•
|
the capacity to leverage their marketing expenditures across a broader portfolio of products;
|
•
|
access to core technology and intellectual property, including more extensive patent portfolios;
|
•
|
access to custom or proprietary content;
|
•
|
quicker pace of innovation;
|
•
|
stronger automobile manufacturer, tier one, advertising agency and advertiser relationships;
|
•
|
more financial flexibility and experience to make acquisitions;
|
•
|
ability or demonstrated ability to partner with others to create stronger or new competitors;
|
•
|
stronger international presence, which could make our larger competitors more attractive partners to automobile manufacturers and tier ones;
|
•
|
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, that are 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;
|
•
|
our inability to retain key personnel of the companies we acquire;
|
•
|
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 by jurisdiction and forecasted withholding taxes;
|
•
|
changes in relative proportions of revenue and income or loss before taxes in the various jurisdictions in which we operate;
|
•
|
requests by customers to bill their foreign subsidiaries and related entities, which may subject us to income tax withholding requirements on sales made in such jurisdictions;
|
•
|
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;
|
•
|
impact from any future tax settlements with state, federal or foreign tax authorities;
|
•
|
impact from increases or decreases in tax reserves due to new assessments of risk, the expiration of the statute of limitations or the completion of government audits;
|
•
|
impact from changes in tax laws, regulations and interpretations in the jurisdictions in which we operate, as well as the expiration and retroactive reinstatement of tax holidays;
|
•
|
impact from withholding tax 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;
|
•
|
changes in customer arrangements where the customer’s domicile may impose withholding tax on our revenue that we previously were not subject to;
|
•
|
impact from acquisitions and related integration activities; or
|
•
|
impact 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;
|
•
|
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 or delays in obtaining necessary foreign regulatory approvals;
|
•
|
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;
|
•
|
difficulties in collecting accounts receivable balances in a timely manner;
|
•
|
dependence on foreign wireless carriers with different pricing models;
|
•
|
roaming charges to end users;
|
•
|
availability of reliable mobile networks in those countries;
|
•
|
requirements that we comply with local telecommunication regulations and automobile hands free laws in those countries;
|
•
|
requirements that we comply with local privacy regulations;
|
•
|
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.
|
•
|
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;
|
•
|
announcement by automobile manufacturers regarding use of free, third-party navigation platforms in their vehicles;
|
•
|
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.
|
Item 6.
|
Exhibits.
|
Exhibit
Number
|
|
Description
|
|
Incorporated by Reference
From Form
|
|
Incorporated by Reference From Exhibit Number
|
|
Date
Filed
|
|
Territory License No. 13, dated August 15, 2018, by and among HERE North America, LLC, HERE Europe B.V., HERE Solutions Korea Co. Ltd. and Telenav, Inc.
|
|
Filed herewith
|
|
|
|
|
|
10.16.48
+
|
|
Fifth Amendment dated November 6, 2018 to Territory License No. 10, dated March 15, 2016, by and between Telenav, Inc., HERE North America, LLC (formerly NAVTEQ North America, LLC), HERE Europe B.V. (formerly NAVTEQ Europe B.V.) and HERE Solutions Korea Co. Ltd.
|
|
Filed herewith
|
|
|
|
|
10.16.49
+
|
|
Eighth Amendment dated December 13, 2018 to Territory License No. 10, dated March 15, 2016, by and between Telenav, Inc., HERE North America, LLC (formerly NAVTEQ North America, LLC), HERE Europe B.V. (formerly NAVTEQ Europe B.V.) and HERE Solutions Korea Co. Ltd.
|
|
Filed herewith
|
|
|
|
|
10.16.50
+
|
|
Territory License No. 14, dated December 21, 2018, between HERE North America, LLC, and Telenav, Inc.
|
|
Filed herewith
|
|
|
|
|
|
Consulting Agreement, effective September 11, 2018, by and between Telenav, Inc. and Michael W. Strambi
|
|
Filed herewith
|
|
|
|
|
|
|
Transition Agreement and Release, effective September 19, 2019, by and between Michael W. Strambi and Telenav, Inc.
|
|
Filed herewith
|
|
|
|
|
|
10.26.27
+
|
|
Amendment No. 27, effective July 1, 2018, to the SYNC Generation 2 on-Board Navigation Agreement dated October 12, 2009, by and between Telenav, Inc. and Ford Motor Company
|
|
Filed herewith
|
|
|
|
|
10.26.28
+
|
|
Amendment No. 28, effective January 1, 2018, to the SYNC Generation 2 on-Board Navigation Agreement dated October 12, 2009, by and between Telenav, Inc. and Ford Motor Company
|
|
Filed herewith
|
|
|
|
|
10.26.29
+
|
|
Amendment No. 29, effective December 7, 2018, to the SYNC Generation 2 on-Board Navigation Agreement dated October 12, 2009, by and between Telenav, Inc. and Ford Motor Company
|
|
Filed herewith
|
|
|
|
|
|
Services Agreement, dated March 7, 2017, by and between General Motors Holdings LLC and Telenav, Inc.
|
|
Filed herewith
|
|
|
|
|
|
|
Confidential Consulting Agreement, effective November 2, 2018, by and between FLG Partners, LLC and Telenav, Inc.
|
|
Filed herewith
|
|
|
|
|
|
|
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
|
|
|
|
|
|
|
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
|
|
|
|
|
|
|
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
|
|
|
|
|
|
|
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
|
|
Filed herewith
|
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
|
Filed herewith
|
|
|
|
|
101.CAL
|
|
XBRL Taxonomy Calculation Linkbase Document
|
|
Filed herewith
|
|
|
|
|
101.DEF
|
|
XBRL Taxonomy Definition Linkbase Document
|
|
Filed herewith
|
|
|
|
|
101.LAB
|
|
XBRL Taxonomy Label Linkbase Document
|
|
Filed herewith
|
|
|
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
Filed herewith
|
|
|
|
|
|
|
|
TELENAV, INC.
|
||
|
|
|
|
|
|
Dated:
|
February 7, 2019
|
|
By:
|
|
/s/ Dr. HP JIN
|
|
|
|
|
|
Dr. HP Jin
|
|
|
|
|
|
President and Chief Executive Officer
|
|
|
|
|
|
|
Dated:
|
February 7, 2019
|
|
By:
|
|
/s/ FUAD AHMAD
|
|
|
|
|
|
Fuad Ahmad
|
|
|
|
|
|
Chief Financial Officer
|
|
|
|
|
|
(Principal Financial and Accounting Officer)
|
HERE NORTH AMERICA, LLC
|
TELENAV, INC.
|
By: /s/ Simon Anolick
|
By: /s/ Michael Strambi
|
Name: Simon Anolick
|
Name: Michael Strambi
|
Title: HERE Legal
|
Title: Chief Financial Officer
|
Date: 14 August 2018
|
Date: 2/24/18
|
HERE NORTH AMERICA, LLC
|
HERE EUROPE B.V.
|
By: /s/ Neil McTeigue
|
By: /s/ J.M. Kearney
|
Name: Neil McTeigue
|
Name: J.M. Kearney
|
Title: Senior Legal Counsel
|
Title: Director, Global Channel Development
|
Date: August 14, 2018
|
Date:
|
HERE SOLUTIONS KOREA CO. LTD.
|
HERE EUROPE B.V.
|
By: /s/ R.A.J. Houben
|
By: /s/ R.A.J. Houben
|
Name: R.A.J. Houben
|
Name: R.A.J. Houben
|
Title: Managing Director
|
Title: Managing Director
|
Date: 15 Aug 2018
|
Date: 15 Aug 2018
|
HERE SOLUTIONS KOREA CO. LTD.
|
|
By: /s/ Neil McTeigue
|
|
Name: Neil McTeigue
|
|
Title: Senior Legal Counsel
|
|
Date: August 14, 2018
|
|
TERMS AND CONDITIONS
|
I.
|
Territories
.
|
EU
|
ALBANIA, ANDORRA, AUSTRIA, BELARUS, BELGIUM, BOSNIA AND HERZEGOVINA, BULGARIA, CROATIA, CYPRUS, CZECH REPUBLIC, DENMARK, ESTONIA, FAROER ISLANDS, FINLAND, FRANCE, GERMANY, GIBRALTAR, GREECE, GREENLAND, HUNGARY, ICELAND, IRELAND, ITALY, KAZAKSTAN, LATVIA, LIECHTENSTEIN, LITHUANIA, LUXEMBOURG, MALTA, MOLDOVA, MONACO, MONTENEGRO, NETHERLANDS, NORWAY, POLAND, PORTUGAL, ROMANIA, RUSSIAN FEDERATION, SAN MARINO, SERBIA , SLOVAKIA (SLOVAK REPUBLIC), SLOVENIA, SPAIN, SWEDEN,
SWITZERLAND, TURKEY, UKRAINE, UNITED KINGDOM, VATICAN CITY STATE
|
TURKEY
|
TURKEY stand-alone
|
MIDDLE
EAST
|
BAHRAIN, JORDAN, KUWAIT, LEBANON, OMAN, QATAR, SAUDI ARABIA, UNITED
ARABIC EMIRATES, EGYPT
|
ISRAEL
|
ISRAEL stand-alone
|
SOUTH AMERICA
|
ARUBA, ARGENTINA, BRAZIL, CAYMAN ISLANDS, COSTA RICA, CHILE, COLOMBIA, FRENCH GUIANA, GUADELOUPE, MARTINIQUE, PANAMA, PARAGUAY, PERU, THE
BAHAMAS, URUGUAY, VENEZUELA
|
SOUTH
EAST ASIA
|
PHILIPPINES, SINGAPORE, VIETNAM, THAILAND, MALAYSIA, INDONESIA, BRUNEI
|
AFRICA
|
BOTSWANA, EGYPT, KENYA, LESOTHO, MOROCCO, NAMIBIA, SOUTH AFRICA,
SWAZILAND
|
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. 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 Base Map Data as further specified below.
|
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.
|
II.
|
Application
.
|
A.
|
A “
Route Guidance Application
” means a Media Dependent Application that may include [*****] and that uses Data solely to provide information solely in connection with one or more of the functions of (a) navigation, (b) routing or route guidance, and (c) positioning. For sake of clarity, Route Guidance Applications may not be capable of determining an Electronic Horizon and/or enabling [*****] functionality.
|
B.
|
An “[*****]
Application
” means a [*****] that provides functionality that enables the Route Guidance Application to provide [*****] regarding [*****] characteristics to the End-User such as [*****] or other functions. These [*****] do not meet the definition of [*****], which would include any [*****] or [*****] features where the End-User would [*****]
|
III.
|
Licensed Use
. Use of the Data is limited to:
|
A.
|
Compiling any portion of the Data (“Compiled Data”) into Client’s own proprietary data format (which shall not include third party or public domain formats, unless otherwise mutually agreed upon between the parties) and, using the most current version of Data delivered by HERE to Client (except as otherwise required by [*****]’s and Client’s development schedule), making copies of the Compiled Data for any portion of a single Territory either stored on physical storage media or in the form of electronic files suitable for transmission to an End-User for storage on physical storage media possessed by the End-User (collectively, “Copies”);
|
B.
|
Distributing such Copies of Compiled Data to [*****] or a third party designated by [*****] (including HERE) for further distribution to End-Users (in the case of electronic files by transmitting and storing the same directly onto the physical storage media possessed by the End-User), solely for the End-Users’ own internal business and personal use with the Application. Client shall use commercially reasonable efforts to enforce the terms and conditions of its distribution agreement with [*****] and/or a third party designated by [*****], which shall include the obligation for [*****] and/or a third party designated by [*****] to comply with the applicable terms and conditions set forth herein. Notwithstanding the foregoing, the Compiled Data may not be distributed to any HERE competitor, including [*****]. For sake of clarity, the foregoing restriction shall not restrict employees of a HERE competitor, including [*****], from using the Data in Applications licensed to such employees for their personal use;
|
C.
|
Storing the Compiled Data on one or more internal servers possessed or otherwise controlled by Client solely to provide information for Applications licensed hereunder solely for the End-Users’ own internal business and personal use with Applications, provided that Client may not enable access to, or provide, any updated or more recent versions of the Compiled Data to any End-User unless a current (i.e., unexpired) Subscription is in place with such End-User. For sake of clarity, an End-User may only receive information derived from the Compiled Data in connection with an Application solely for the duration of the Subscription period for such Application.
|
D.
|
Storing a limited cache of Destination/Waypoint data solely as a list of “Favorites” or “Recents” for individual End-Users on one or more internal servers possessed or otherwise controlled by Client or [*****] in accordance with Section VII(D) below.
|
E.
|
For sake of clarity, notwithstanding anything to the contrary under this TL, Client’s rights herein are limited solely to production and distribution of Compiled Data to [*****] and/or any [*****] designated third party. Client shall not distribute, provide or otherwise make available any [*****] to any End-User under this TL. Such [*****] may only be distributed, provided or otherwise made available to an End User through [*****] or an [*****] designated third party; provided that such End-User has entered into a Subscription or has otherwise paid the per Copy fee for such [*****].
|
IV.
|
Fees to HERE
.
|
A.
|
License Fees
. License fees hereunder consist of the per Copy fees applicable to use of the Data for the applicable Territory for each Application specified herein, 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 C
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
”). For sake of clarity, the License Fees per Copy shall include the $[*****] for use of the [*****], subject to the terms and conditions of that [*****], made by and between Client and [*****], dated [*****], and shall be paid to HERE in accordance with this TL, in connection with the [*****] Application, regardless of whether [*****] functionality within such Application is activated or not activated by [*****].
|
B.
|
License Fee Reports & Due Dates
. Notwithstanding anything to the contrary under Section 5.8 of the Agreement, License Fee reports specifying (i) the number of Copies distributed; (ii) the respective Territory, (iii) compilation version of such Copies and (iv) a non-binding forecast of Copies to be distributed during the [*****] months following such reporting period, in each calendar month are due by the [*****] day after the end of the month for which the report is provided (e.g., for Copies distributed in January 2019, the License Fee report is due by [*****]). Following receipt of such report, HERE shall invoice Client for the amounts due.
Client shall pay the License Fees as specified under
Exhibit C
by the [*****] day of the [*****] month following the month for which the License Fee report is provided (e.g., for Copies distributed in January 2019, the License Fee report is due by [*****], and payment is due by [*****]).
|
C.
|
[*****]
Units
|
a.
|
[*****]
Units
. Subject to the terms and conditions herein, HERE shall waive the License Fees for units distributed to [*****] for [*****] of [*****] Units (the “[*****] Units”), provided that (i) the total number of [*****]Units in the aggregate do not exceed [*****] of the average [*****] number of Copies that are distributed in the immediately prior [*****] month period in which a change is made to Compiled Data in [*****]that are released to [*****] or [*****] (e.g., [*****]) and (ii) such [*****] Units use the next version of the Compiled Data in such updated [*****]. [*****] Units must be reported within [*****] days of a change in Compiled Data for such unit.
|
b.
|
[*****]
Units
. Subject to the terms and conditions herein, HERE shall waive the License Fees for units distributed to [*****] for [*****] of [*****] Units (the “[*****] Units”), provided that (i) the total number of [*****] Units in the aggregate do not exceed [*****] of the average[*****]number of Copies distributed in the immediately prior [*****] month period; and (ii) the [*****] Units use a the same version of the Compiled Data in such [*****].
|
c.
|
Notwithstanding the foregoing, HERE will waive such License Fees for [*****] Units provided that Client: (i) report all [*****] Units according to each such unit’s Compiled Data version; (ii) include [*****] or [*****] in the License Fee report (e.g., separate line items for returns for [*****] Units, [*****] for [*****] Units and [*****] for [*****] Units); (iii) provides written certification of the [*****] or [*****] of any [*****] Unit or [*****] Unit. HERE may audit Client records to confirm compliance with this Section V(C) in accordance with Section VII(A) of this TL.
|
D.
|
Currency
. License Fees hereunder shall be paid in U.S. Dollars, no currency conversion.
|
V.
|
End-User Terms; Supplier Terms
.
|
A.
|
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 comply with the requirements for End User Terms as specified in Exhibit B.
|
B.
|
Client acknowledges and agrees that:
|
i)
|
in certain parts of the Territory or with respect to certain parts of the Data, additional terms may apply. Customer expressly agrees, and procures that any sub-licensee agrees, to such supplier terms as made available at https://legal.here.com/terms/general-content-supplier/terms-and-notices/ or as made available by HERE in the Data download center in connection with the Data; and
|
ii)
|
all copies of the Data and packaging relating thereto shall include the third-party notices set out at https://legal.here.com/terms/general-content-supplier/terms-and-notices/.
|
C.
|
Notwithstanding any termination or expiration of the Agreement or this TL, an End-User’s right to use the last version of the Copy of the Compiled Data received by the End-User in connection with the Application under the Agreement and this TL shall continue so long as such End-User’s use of the Application is in compliance with all terms and conditions of Client’s then current end user license agreement for the Application. For sake of clarity, the foregoing right does not include continued access to Data in connection with [*****] that may have been included in the Application.
|
VI.
|
Additional Provisions
.
|
A.
|
Audit
. During the TL Term, HERE has the right to audit Client’s records regarding (i) its use of the Data; (ii) the number of Copies and Subscriptions granted for calculation of License Fees; and (iii) information specifying each [*****] to [*****], [*****] or [*****] of each [*****], the [*****] of each [*****] and the [*****] of all [*****] as set forth under Section VII(F) below, 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 (e.g. Subscriptions reported by [*****]), Client shall use commercially best efforts to require such third party to provide adequate documentation and information for a period covering [*****] years 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 [*****], except solely for the following content,
provided that
Client provides correct attribution so that the origin of the Data and the origin of the third party content can be reasonably understood:
|
•
|
Client may display [*****] and [*****] with the [*****]. As used herein, “[*****]” data means the [*****] for [*****] of a [*****] (e.g., [*****]). For purposes of clarity, a [*****] does not include the [*****] (e.g., [*****]).
|
•
|
Client may [*****] or [*****] on results derived from the Data.
|
•
|
Client may [*****] using the Data.
|
•
|
Client may [*****] and [*****] using the Data.
|
•
|
For matched third party POI data, Client may [*****] with [*****], provided that Client complies with the following: (i) resulting [*****] may only be used for the Application licensed hereunder (ii) [*****] may not be used to [*****] or [*****], except for the specific purpose indicated in (i) above, and (iii) any use of [*****] is subject to proper attribution as described herein in sections VI.A. and VII.E.
|
•
|
Client may allow End-Users to [*****] from [*****] of POI data.
|
•
|
Client may allow other [*****] running on a vehicle to access or update [*****] and/or [*****] as defined in Section VII(D) below. In addition, Client may allow such [*****] running on a vehicle solely to send information to the [*****] for purposes of [*****], or [*****] solely [*****].
|
D.
|
Caching
. Notwithstanding anything to the contrary contained herein, [*****] shall be allowed to store a limited cache of Destination/Waypoint data for individual End-Users from Compiled Data accessed by such individual End-Users through the Application as a list of “Favorites” (up to [*****] Destination/Waypoints) and/or “Recents” (up to [*****] Destination/Waypoints) on its servers. The cached Destination/Waypoint data for each individual End-User may be accessed from [*****] by such End-User as part of the [*****] in Applications licensed hereunder. Notwithstanding the foregoing, the cached Destination/Waypoint data shall not be (a) made accessible to applications for purposes other than an individual End-User’s internal business and personal use of the Destination/Waypoint data stored under that end user’s profile or for improving errors or missing data in third-party map data and (b) uploaded or downloaded in bulk (i.e., the data provided must be responsive to an End-User query or action). Caching of an [*****] of “Favorites” and/or “Recents” solely for individual End-Users on a vehicle head-unit is permitted for the [*****] of the vehicle so long as the per Copy License Fees have been paid by Client for such unit. The foregoing shall survive expiration or termination of this TL, notwithstanding anything to the contrary in the Agreement.
|
E.
|
HERE Marks and Legends
. Client shall include HERE Marks and the applicable HERE copyright notice (as specified in the HERE branding guidance as provided by HERE to Client) and third party copyright and similar notices and legends as specified in the Agreement, the HERE branding guidance and/or otherwise provided by HERE in the Application and/or owner’s manual, or such other placement of the HERE Marks & Legends as may be mutually agreed by the parties, but in all cases subject to [*****]’s requirements.
|
F.
|
[*****]. Client may display the entire navigation experience or portions thereof in connection with a licensed Application to the End-User on [*****] or [*****] within a vehicle running such licensed Application.
|
G.
|
[*****]. Subject to the terms and conditions set forth herein, in the event an [*****] is [*****] in compliance with [*****], the Subscription in connection with the [*****] may be “[*****]” (i.e., the Subscription period shall be [*****] for either the applicable [*****] or [*****] period) for such [*****] when [*****] to a [*****]r and will not be subject to additional charges to Client, provided that:
|
•
|
Such [*****]within [*****] days of [*****] or [*****]of the to such End-User;
|
•
|
Client reports the number of [*****] that include a [*****] as a separate line item in the License Fee reports in accordance with Section V(B) above; and
|
•
|
Client maintains detailed records of [*****] in accordance with Section VII(A) above.
|
EXHIBIT A
DEFINITIONS
|
EXHIBIT B
END-USER TERMS
|
i.
|
restrict use of the Data to the End-User's own use for use with the Application;
|
ii.
|
prohibit use of the Data with geographic data from competitors of HERE (unless otherwise expressly permitted in writing by HERE);
|
iii.
|
prohibit reverse-engineering and archiving of the Data;
|
iv.
|
prohibit any export of the Data (or derivative thereof) except in compliance with applicable export laws, rules and regulations;
|
v.
|
require the End-User to cease using the Data if End-User fails to comply with the terms and conditions of the End-User terms;
|
vi.
|
provide notice to the End-User of the applicable regulatory and third-party supplier restrictions and obligations (including copyright notices), which may be satisfied by including a link to a URL to be hosted by HERE, which is currently contained at
https://legal.here.com/terms/general-content-supplier/terms-and-notices/
(or as notified to Customer by HERE);
|
vii.
|
provide notice to United States Government End-Users that the Data is a "commercial item", as that term is defined at 48 C.F.R. ("FAR") 2.101, and is licensed in accordance with the End-User terms under which the Data is provided;
|
viii.
|
affirmatively disclaim any warranties, express or implied of quality, performance, merchantability, fitness for a particular purpose and non-infringement;
|
ix.
|
affirmatively disclaim liability for any claim, demand or action, irrespective of the nature of the cause of the claim, demand or action arising out of the use or possession of the Data; or for any loss of profit, revenue, contracts or savings, or any other direct, indirect, incidental, special or consequential damages arising out of the use of, or inability to use the Data, any defect or inaccuracy in the Data, or the breach of these terms or conditions, whether in an action in contract or tort or based on a warranty, even if Client, HERE or their suppliers have been advised of the possibility of such damages; and
|
x.
|
do not make or imply any warranties on behalf of HERE or its data suppliers or provide any right of liability or indemnity against HERE or its data suppliers.
|
EXHIBIT C
PRICING
|
1.
|
Fees Per Copy for Route Guidance Applications with
[*****]. The following fees per Copy for use of the Data in connection with Route Guidance Applications shall include (i) the Initial Copy and (ii) a [*****], including (a) [*****] (up to [*****] in a [*****] via [*****] or [*****]) (“[*****]”), (b) HERE Traffic (ML) and (c) access to the HERE dynamic content (i.e., local search, safety camera ([*****] only, not [*****]), off-street parking and fuel prices) (collectively, the “
HERE Location Platform Services
”) until the [*****] of: (1) [*****] the [*****] Subscription, or (2) [*****] (collectively, the “[*****]”).
|
Route Guidance Applications
|
||||||
[*****]
|
||||||
Territory
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
Europe /
Turkey
|
$
[*****]
|
$
[*****]
|
$
[*****]
|
$
[*****]
|
$
[*****]
|
$
[*****]
|
Turkey
(only)
|
$
[*****]
|
$
[*****]
|
$
[*****]
|
$
[*****]
|
$
[*****]
|
$
[*****]
|
2.
|
Fees Per Copy for
[*****]
Applications with
[*****]
.
The following fees per Copy for use of the Data in connection with [*****] Applications shall include (i) the Initial Copy; and (ii) a [*****], including [*****], access to the HERE Location Platform Services and HERE Traffic (ML) during the Subscription period.
|
3.
|
Fees Per Copy for Route Guidance Applications without
[*****]
.
The following fees per Copy for use of the Data in connection with Route Guidance Applications shall include (i) the Initial Copy only. The fees per Copy [*****] include access to the HERE Location Platform Services nor to HERE Traffic (ML) during the Subscription period.
|
Route Guidance Applications
|
||||||
[*****]
HERE Traffic (ML)/HERE Location Platform Services
|
||||||
Territory
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
Middle
East
|
$
[*****]
|
$
[*****]
|
$
[*****]
|
$
[*****]
|
$
[*****]
|
$
[*****]
|
Israel
|
$
[*****]
|
$
[*****]
|
$
[*****]
|
$
[*****]
|
$
[*****]
|
$
[*****]
|
Africa
|
$
[*****]
|
$
[*****]
|
$
[*****]
|
$
[*****]
|
$
[*****]
|
$
[*****]
|
South America
|
$
[*****]
|
$
[*****]
|
$
[*****]
|
$
[*****]
|
$
[*****]
|
$
[*****]
|
South
East Asia
|
$
[*****]
|
$
[*****]
|
$
[*****]
|
$
[*****]
|
$
[*****]
|
$
[*****]
|
4.
|
Fees Per Copy for
[*****]
Applications without
[*****]
.
The following fees per Copy for use of the Data in connection with [*****] Applications shall include (i) the Initial Copy only. The fees per Copy [*****] include access to the HERE Location Platform Services nor to HERE Traffic (ML) during the Subscription period.
|
1.
|
[*****] License Fees.
The following fees are hereby added to Section 3 of Exhibit D (Pricing) to TL 10 and shall apply to End Users’ [*****] Subscriptions for [*****] and HERE Location Platform Services - [*****] (both as defined herein) after their [*****] Subscription.
|
[*****]
LICENSE FEES (
[*****]
with
[*****]
)
|
||||||||
|
[*****]
-
[*****]
Subscriber
|
[*****]
-
[*****]
Subscriber
|
[*****]
|
[*****]
|
||||
Territory
|
HERE Location Platform Services-
[*****]
|
HERE Location Platform Services-
[*****]
|
HERE Location Platform Services-
[*****]
|
[*****]
|
[*****]
|
HERE Location Platform Services-
[*****]
|
[*****]
|
[*****]
|
North America
|
$[*****]
|
$[*****]
|
$[*****]
|
$[*****]
|
$[*****]
|
[*****]
|
[*****]
|
[*****]
|
Europe/Russia
/Turkey
|
$[*****]
|
$[*****]
|
[*****]
|
[*****]
|
$[*****]
|
[*****]
|
[*****]
|
$[*****]
|
i)
|
The fees above are applicable for [*****] - [*****].
|
ii)
|
For purpose of this Amendment, “HERE Location Platform Services – [*****]” shall include: (a) HERE Traffic (ML); (b) HERE Location Platform Services as defined in TL 10; and (c) [*****] or [*****] as applicable (up to [*****] in a given [*****] via [*****] or [*****]).
|
iii)
|
GM End Users shall have [*****] (“[*****]”) following the [*****] of their [*****] Subscription to [*****] to [*****] and HERE Location Platform Services - [*****]. The [*****] will start [*****] following the [*****] of their [*****] Subscription if the End-User [*****]. The [*****] for End-Users shall only apply to [*****] of [*****] or [*****].
|
iv)
|
Client shall pay all invoices within [*****] of date of invoice from HERE. In the event GM End Users in [*****] exercise their right to [*****] a [*****] Subscription for any reason within [*****] following [*****] of such [*****] (“[*****]”), the number of [*****] reported by Client in the applicable [*****] for which an invoice has been paid will be reported as “[*****]” units in a separate line item in the subsequent [*****] License Fee report provided by Client to HERE.
|
v)
|
Client may provide End-Users a [*****] to HERE Location Platform Services - [*****], subject to the following conditions:
|
a)
|
Client shall pay to HERE the [*****] License Fee for each unique vehicle that selects a [*****] subscription plan. Each subscriber will have the rights to access HERE Location Platform Services - [*****] for [*****] following their [*****] of Subscription. Monthly [*****] plans are only applicable for [*****] Subscriptions.
|
b)
|
After the [*****] of [*****] to receive HERE Location Platform Services - [*****], should an End User wish to [*****]to HERE Location Platform Services - [*****] on a [*****] basis, Client shall pay to HERE a [*****] License Fee for HERE Location Platform Services - [*****].
|
c)
|
Client agrees to provide HERE with a [*****] report that identifies the following: 1) [*****] Subscriptions (of any [*****]), 2) [*****] Subscriptions (i.e. those End Users who have subscribed
|
2.
|
Except as modified hereunder, all other terms and conditions of the Agreement shall stay in full force and effect.
|
1.
|
The following fees
are hereby added to the end of Section 3 of Exhibit D (Pricing) to TL 10:
|
[*****] –HERE Location Platform Services- [*****]
|
|
Territory
|
PER COPY LICENSE FEE*
|
South Korea
|
$[*****]
|
2.
|
Except as modified hereunder, all other terms and conditions of the Agreement shall stay in full force and effect.
|
TERRITORY LICENSE NO. 14
|
|
Quick Reference Title:
|
[*****]
Route Guidance Applications (for
[*****]
)
|
Pursuant to the Data License Agreement between HERE and Client dated as of the effective date identified therein and reiterated below (“
Agreement
”), HERE and Client hereby agree to the following additional terms and conditions. This TL shall additionally consist of any exhibits and schedules attached hereto. Capitalized terms not otherwise defined in the Agreement or in this TL (including any exhibits, schedules or attachments hereto) shall have the meanings set forth in Section VII below.
|
|
Client:
|
Telenav, Inc.
|
Effective Date of Data License Agreement:
|
December 1, 2002
|
Effective Date of Territory License:
|
Date of last signature below
|
Territory License Term
|
|
The term of this TL shall commence on the Effective Date of this TL and continue for a period of fifteen (15) years from the Effective Date, unless terminated as provided in the Agreement (“
TL Term
”) provided, however that notwithstanding anything to the contrary in the Agreement, in the event the TL Term conflicts with the term of the Agreement, the TL Term shall control, but only with respect to this specific TL, and the term of the Agreement shall continue for the duration of this TL Term. At the time that
[*****]
ceases production of
[*****]
, the license rights set forth herein shall be limited, for the duration of the TL Term, to (i) compiling updated versions of the Data made available by HERE and (ii) distributing such updated Compiled Data in the form of update Copies or a master copy of updated Compiled Data to the applicable party to which appropriate rights have been granted to distribute update Copies (“Update License Rights”). Notwithstanding the foregoing, if
[*****]
exercises its option to renew the agreement between Client and
[*****]
for one or more additional
[*****]
, Client shall provide written notice to HERE and all of the license rights set forth in this TL shall continue to apply for such
[*****]
until such time that
[*****]
no longer exercises such option. In such event, the Update License Rights shall automatically extend for a period of ten (10) years following the time at which
[*****]
ceases production of the last
[*****]
for which
[*****]
has exercised its option to renew.
|
HERE NORTH AMERICA, LLC
|
Telenav, Inc.
|
|
By:
/s/ Simon B. Anolick
|
By: /s/ Michael Strambi
|
|
Name:
Simon B. Anolick
|
Name: Michael Strambi
|
|
Title: HERE Legal
|
Title: Chief Financial Officer
|
|
Date: 12/21/18
|
Date: 12/20/18
|
|
HERE NORTH AMERICA, LLC
|
|
|
By: /s/ Gregory Drescher
|
|
|
Name: Gregory Drescher
|
|
|
Title: Senior Legal Counsel
|
|
|
Date: 12/21/18
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TERMS AND CONDITIONS
|
I.
|
Territories
|
II.
|
Data Content
|
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. 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 Base Map Data as further specified below.
|
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.
|
“
Route Guidance Application
” means an Embedded Application that uses Data solely to provide and/or produce information solely in connection with one or more of the functions of (a) navigation, (b) routing or route guidance, and (c) positioning. “
Embedded Application
” means non-server computer devices developed by or for Client (including, without limitation, proprietary computer hardware platforms developed by or for Client and/or computer software programs developed by or for Client) distributed to End-Users for their own internal business and personal use and which use resident Copies, consisting of Data solely for a Territory and on physical storage media that is included in a [*****] solely to provide information to End-Users. For purposes of clarity, “internal business use” shall be deemed to include, but not be limited to, use by rental car companies and their rental car customers.
|
B.
|
“
[*****]
Route Guidance Application”
means a Route Guidance Application developed by or for Client and licensed, sold or otherwise distributed to [*****] for installation in [*****] sold in countries in the Territories licensed under this TL, which (i) uses the Data and Additional Content set forth under Exhibit A in accordance with [*****] of this TL; and (ii) is capable of determining [*****] and/or enabling [*****] or [*****] functionality.
|
C.
|
"
Excluded Applications
" means any use of the Data in a manner not expressly authorized under this TL or otherwise mutually agreed upon between the parties, including but not limited to use of the Data (i) for server-based applications or with server-based applications (other than server-based applications which are accessed to deliver additional content to the device for use in the Route Guidance Application); (ii) for or with fleet management, dispatch or similar applications; (iii) for or with geomarketing applications (i.e., an application that analyzes and displays geographic, demographic, census and behavioral data to assist End-Users in understanding and modeling relevant business data and making business decisions, including, without limitation: (a) marketing analysis and segmentation, (b) customer prospecting and analysis, (c) sales territory analysis and definition or (d) distribution network site selection); (iv) for, or in connection with, any systems or functions for automatic or autonomous control of vehicle behavior, including, for example, systems or functions for the control of vehicle speed, braking, suspension, fuel, emissions, headlights, stability, drive train management, visibility enhancement and steering; or (v) for or with a software application involving a predefined set of rules and goals built for End-User participation, focused primarily on competition and/or amusement (“Game”), that uses Data in the operation of the Game.
|
IV.
|
Licensed Use
|
A.
|
Compiling any portion of the Data (“Compiled Data”) into Client’s own proprietary data format (which shall not include third party or public domain formats, unless otherwise mutually agreed upon between the parties) and, using the most current version of Data delivered by HERE to Client (except as otherwise required by [*****] and Client’s development schedule), making copies of the Compiled Data for any portion of a single Territory either stored on physical storage media or in the form of electronic files suitable for transmission to an End-User and on physical storage media that is included in a [*****] (collectively, “Copies”); and
|
B.
|
Distributing such Copies of Compiled Data to [*****] or a third party designated by [*****] (including HERE) for further distribution to End-Users (in the case of electronic files by transmitting and storing the same directly onto physical storage media that is included in a [*****]), solely for the End-Users’ own internal business and personal use with the Application. Client shall use commercially reasonable efforts to enforce the terms and conditions of its distribution agreement with [*****] and/or a third party designated by [*****], which shall include the obligation for [*****] and/or a third party designated by [*****] to comply with the applicable terms and conditions set forth herein. Notwithstanding the foregoing, the Compiled Data may not be distributed to any HERE competitor, including OpenStreetMap. For sake of clarity, the foregoing restriction shall not restrict employees of a HERE competitor, including [*****], form using the Data in a Permitted Application licensed to such employees for their personal use.
|
V.
|
Fees to HERE
.
|
A.
|
License Fees
. License fees hereunder are per vehicle and consist of the per Copy base license fees applicable to the Base Map Data for the applicable Territory (“Base License Fees”), combined with the amounts due for any Additional Content that is made accessible for use in the Application (“Additional Content Fees”). For the avoidance of doubt, the pricing for each Territory in the tables in
Exhibit A
reflects the total amount due to HERE for each Copy, after combining the Base License Fees and the applicable Additional Content Fees (collectively, the “License Fees”). The pricing set forth in
Exhibit A
is expressly conditioned on compliance with the requirements set forth in Section VII(A) and VII(B) of this TL (i.e., Copy Protection and [*****]).
|
B.
|
License Fee Reports & Due Dates
. License Fee reports for Copies distributed in each calendar month are due by the [*****] day of the following calendar month (e.g., the fee report for [*****] is due by [*****]). Following receipt of such report, HERE shall invoice Client for the amounts due. In addition, Client shall include in its License Fee reports the following information by separate line items: (i) the number of [*****] distributed in each Territory; (ii) the Application included in each [*****]; and (iii) the Data used in such Application for such [*****] distributed in the applicable Territory. License Fees shall be due and paid by the [*****] day following the end of the calendar month for which the License Fee report is provided (e.g., license fees for [*****] are due by [*****]).
|
C.
|
Currency
. License Fees hereunder shall be paid in U.S. Dollars.
|
VI.
|
End-User Terms; Supplier Terms
.
|
A.
|
In all instances where any portion of the Data is delivered to End Users, Customer shall provide End Users with conspicuous notice and access to, any portion of the Data that their use thereof is subject to the End‐User Terms, prior to such End User’s access to any portion of the Data. End User terms shall, at a minimum, include the below provisions:
|
•
|
restrict use of the Data to the End User's own use with the Application;
|
•
|
prohibit use of the Data with geographic data from competitors of HERE;
|
•
|
prohibit reverse-engineering and archiving of the Data;
|
•
|
prohibit any export of the Data (or derivative thereof) except in compliance with applicable export laws, rules and regulations;
|
•
|
require the End User to cease using the Data if End User fails to comply with the terms and conditions of the End User terms;
|
•
|
provide notice to the End User of the applicable regulatory and third-party supplier restrictions and obligations (including copyright notices), which may be satisfied by including a link to a URL to be hosted by HERE, which is currently contained at https://legal.here.com/terms/general-content-supplier/terms-and-notices/ (or as notified by HERE to Customer);
|
•
|
provide notice to United States Government End Users (and others who wish to claim similar rights) that the Data is a "commercial item", as that term is defined at 48 C.F.R. 2.101, and is licensed in accordance with the End User terms under which the Data is provided;
|
•
|
affirmatively disclaim any warranties, express implied or otherwise, of quality, performance, merchantability, fitness for a particular purpose and non-infringement;
|
•
|
affirmatively disclaim liability for any claim, demand or action, irrespective of the nature of the cause of the claim, demand or action arising out of the use or possession of the Data; or for any loss of profit, revenue, contracts or savings, or any other direct, indirect, incidental, special or consequential damages arising out of the use of, or inability to use the Data, any defect or inaccuracy in the Data, or the breach of these terms or conditions, whether in an action in contract or tort or based on a warranty, even if Customer, HERE or their affiliates or suppliers have been advised of the possibility of such damages.
|
•
|
do not make or imply any warranties on behalf of HERE its affiliates or their data suppliers or provide any right of liability or indemnity against HERE its affiliates or their data suppliers; and
|
•
|
include any legally required and otherwise appropriate instruction, warnings, disclaimers and safety information relating to the use of the Application.
|
B.
|
Client shall comply with the third party supplier requirements and restrictions with respect to use of the Data as made available at https://legal.here.com/terms/general-content-supplier/terms-and-notices/ or as made available by HERE in the Data download center in connection with the Data.
|
C.
|
Notwithstanding any termination or expiration of the Agreement or this TL, an End-User’s right to use the last version Copy of the Compiled Data received by the End-User in connection with the Application under the Agreement and this TL shall continue so long as such End-User’s use of the Application is in compliance with all terms and conditions of Client’s then current end user license agreement for the Application.
|
VII.
|
Additional Provisions
.
|
A.
|
Copy Protection
. Each Copy must include a state-of-the-art solution for either (a) preventing copying of content of the Copy, whether by End-Users, Distributors or otherwise, onto physical storage media or via transfer over the Internet or other electronic communication means, or (b) preventing use of the Copy other than by a specifically authorized End-User or End-User device (e.g., using lock/unlock keys). Prior to distributing Copies, Client shall provide to HERE such information as reasonably requested by HERE to evaluate the efficacy of the copy protection solution.
|
B.
|
[*****]. Client has been informed by HERE that the pricing included in HERE’s quotation to [*****] was expressly subject to a condition under which HERE would be treated as a [*****] for use in the [*****]. HERE acknowledges that it has agreed to [*****] such condition from this TL based solely on the fact that [*****] agreed to [*****] with such requirement in the [*****] provided to HERE.
|
C.
|
HERE Marks & Legends
. For purposes of this TL, Client's obligations under the Agreement to display HERE Marks & Legends shall be satisfied as follows: Client shall include HERE Marks and the applicable HERE copyright notice (as specified in the HERE branding guidance as provided by HERE to Client) and third party
|
D.
|
No
[*****]. No licenses or other rights are granted hereunder in connection with any [*****] related to [*****] ("[*****]"). [*****] shall be granted solely pursuant to a separate [*****] between the parties.
|
E.
|
Standard Policy against
[*****]
.
Client may not [*****] or [*****] or [*****] with the Data and/or information or results derived from the Data that is [*****] to the [*****] of HERE [*****], except:
|
•
|
Client may [*****] of HERE map content its own (first-party) content and third-party content not available from HERE, provided that the origin of the non-HERE content can be distinguished by including correct attribution; and
|
•
|
Client may [*****] and [*****] including [*****] and [*****] available from a third party on top of HERE map content; and
|
•
|
When HERE launches content [*****] to the [*****] for a particular geographical area, Client will use [*****] to [*****] the HERE content.
|
VIII.
|
Definitions.
|
A.
|
“
[*****]
”
means functionality that enables a [*****] Route Guidance Application for, or in connection with, any systems or functions for [*****] or [*****] of [*****], including, for example, systems or functions for the [*****] of [*****] and [*****].
|
B.
|
“
[*****]
”
means a HERE proprietary method and system for [*****] the [*****] and other [*****], based on [*****], of a [*****] on the [*****] for [*****] (typically [*****]) and [*****] of [*****] and other [*****] of interest such as [*****] and others.
|
C.
|
“
Multi-Year Annual Copy Subscription
” or “
MapCare
” means that in addition to the distribution of the initial Copy distributed to an End-User with an Application (the “Initial Copy”), Client obligates itself to provide Update Copies to the same End-User on an annual basis beginning in the [*****] annual period following distribution to the End-User of the Initial Copy and continuing for up to [*****] annual periods (i.e., “[*****]”) thereafter. Multi-Year Annual Copy Subscriptions are automatically included in the Application price, and thus automatically provided, with respect to all units of a product line of an Application, and for which the End-User cannot opt out.
|
D.
|
“
[*****]
”
means functionality that enables a [*****] Route Guidance Application to provide [*****] regarding [*****] characteristics to the End User such as [*****], but which does not provide [*****] functionality.
|
EXHIBIT A
PRICING
|
|
2020 CY, North America Only
|
|||
Map type
|
Embedded Map w/ connectivity for trial period
|
Embedded Map w/ connectivity for trial period
|
Embedded Map w/ connectivity for trial [*****]
|
Embedded Map w/ Connectivity
|
Period
|
Price for 90 day Trial w/ [*****] when trial ends
|
Price for 90 day Trial w/ [*****] when trial ends
|
Price for 90 day Trial w/ [*****] of map service via subscription OR [*****]
|
Embedded Map with [*****]
|
[*****] MapCare
|
|
$[*****]
|
$[*****]
|
|
[*****] MapCare
|
|
|
|
$[*****]
|
[*****] MapCare [*****]
|
|
|
|
$[*****]
|
[*****] MapCare
|
|
|
|
$[*****]
|
[*****] MapCare [*****]
|
|
|
|
$[*****]
|
•
|
The system will be enabled with its entire navigation features for the 90 days trial period. At the end of the trial [*****] will be allowed.
|
•
|
The system will be enabled with its entire navigation features for the 90 days trial period. At the end of the trial period [*****] will be allowed, ie: [*****] will be allowed. [*****] will be provided during the [*****] period.
|
•
|
The system will be enabled with its entire navigation features for the 90 days trial period and a [*****] subscription period. At the end of the [*****] subscription period [*****] will be allowed, ie: [*****] will be allowed. [*****] will be provided during the [*****] subscription period. [*****] will be provided during the [*****] period.
|
•
|
The system will be enabled with its entire navigation features with [*****]. [*****] will be provided during the [*****] period.
|
•
|
HERE shall provide Client with a [*****] starting from [*****]
|
•
|
[*****] associated [*****] functionality is to be applied on an [*****], per [*****] basis.
|
•
|
Initial License Fee pricing is for [*****] only and [*****] any [*****] content or [*****] fees.
|
•
|
Initial License Fee pricing includes [*****] fee for [*****] (i.e. [*****]) for the [*****] of up to [*****] ([*****]).
|
•
|
Initial License Fee pricing above [*****] of [*****]. Distribution of [*****] is a separate and optional fee.
|
Telenav, Inc.:
|
|
Consultant:
|
By:
|
/s/ HP Jin
|
/s/ Michael Strambi
|
Name:
|
HP Jin
|
Michael W. Strambi
|
Title:
|
Chief Executive Officer
|
Consultant
|
Address:
|
4655 Great America Parkway
|
|
|
Suite 300
|
|
|
Santa Clara, CA 95054
|
|
Date:
|
9/11/2018
|
9/11/2018
|
|
MICHAEL W. STRAMBI, an individual
|
Dated: 9/11/2018
|
/s/ Michael Strambi
|
|
Michael W. Strambi
|
|
TELENAV, INC.
|
Dated: 9/11/2018
|
By:
/s/ HP Jim
|
|
Name: HP Jin
|
|
Title: CEO
|
Equity Award Type
|
Grant Date
|
Number of Shares Subject to Equity Award at Grant
|
Per Share Exercise Price
|
Number of Underlying Vested Shares as of January 2, 2019(1)
|
Number of Underlying Unvested Shares as of January 2, 2019(2)
|
||
2009/NQ
|
08/03/2010
|
27,412
|
|
$5.1400
|
|
27,412
|
0
|
2009/ISO
|
08/03/2010
|
4
|
|
$5.1400
|
|
4
|
0
|
2009/NQ
|
08/03/2010
|
35,084
|
|
$5.1400
|
|
35,084
|
0
|
2009/RSU
|
05/01/2012
|
20,000
|
|
$0.0000
|
|
20,000
|
0
|
2009/NQ
|
05/01/2012
|
150,000
|
|
$6.8900
|
|
150,000
|
0
|
2009/RSU
|
09/13/2012
|
50,000
|
|
$0.0000
|
|
50,000
|
0
|
2009/RSU
|
09/13/2013
|
100,000
|
|
$0.0000
|
|
100,000
|
0
|
2009/RSU
|
08/05/2014
|
50,000
|
|
$0.0000
|
|
50,000
|
0
|
2009/RSU
|
07/31/2015
|
30,000
|
|
$0.0000
|
|
22,500
|
7,500
|
2009/NQ
|
08/04/2015
|
70,000
|
|
$6.8600
|
|
59,792
|
10,208
|
2009/NQ
|
09/15/2016
|
120,000
|
|
$5.1400
|
|
65,000
|
55,000
|
2009/RSU
|
08/08/2017
|
90,000
|
|
$0.0000
|
|
22,500
|
67,500
|
2009/NQ
|
08/05/2014
|
55,000
|
|
$4.9200
|
|
55,000
|
0
|
Account: STRAMBI, MICHAEL W.
|
797,500
|
|
657,292
|
140,208
|
|||
|
|
|
|
|
|||
(1) Assumes that January 2, 2019, is the Termination Date and that the Equity Awards otherwise do not terminate earlier in accordance with any applicable Plan terms.
|
|||||||
(2) Assumes that January 2, 2019, is the Termination Date and that the Equity Awards otherwise do not terminate earlier in accordance with any applicable Plan terms. Any Equity Awards that remain unvested as of the Termination Date will terminate automatically and Executive will have no further rights with respect thereto or to any of the underlying Shares subject thereto.
|
|
MICHAEL W. STRAMBI, an individual
|
Dated: 9/11/2018
|
/s/ Michael Strambi
|
|
Michael W. Strambi
|
|
TELENAV, INC.
|
Dated: 9/11/2018
|
By:
/s/ HP Jin
|
|
Name: HP Jin
|
|
Title: CEO
|
FORD MOTOR COMPANY
By:
/s/ Melissa Sheahan
(Signature)
Name:
Melissa Sheahan
(Printed Name)
Title:
SYNC Software Buyer
Date:
11/13/2018
|
TELENAV, INC.
By:
/s/ Hassan Wahla
(Signature)
Name:
Hassan Wahla
(Printed Name)
Title:
President, Auto
Date:
12/7/2018
|
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.
|
In Attachment II, delete Section 7.1 in its entirety and replace with the following:
|
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, at the end of Section 27.01, add the following new paragraph:
|
5.
|
In Attachment V, at the end of Section 1, add the following:
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****] License Fee
|
$[*****]
|
$[*****]
|
$[*****]
|
$[*****]
|
[*****] License Fee
|
$[*****]
|
$[*****]
|
$[*****]
|
$[*****]
|
•
|
The [*****] License Fee includes the license rights under Section 4 of the Agreement plus [*****] of [*****] ([*****] and [*****])
|
•
|
The [*****] License Fee includes: (a) the license rights under Section 4 of the Agreement, but only for [*****] of use of the Licensed Software by the End Customer and (b) [*****] of [*****] (including [*****] and [*****]), both beginning after the [*****] period. The End Customer must pay such fee for [*****] of license and [*****] use.
|
•
|
Ford is responsible for [*****] after completion of [*****].
|
•
|
Systems & Accounting Reporting
|
•
|
Telenav and Ford will work together to define the reports that are to be generated during the Term.
|
•
|
These reports will be of the following types:
|
•
|
Telenav shall provide a [*****] report that indicates how many End Customers are using Telenav’s [*****] and [*****] solutions, respectively.
|
•
|
Telenav will need Ford to send the [*****] to Telenav to keep [*****] to [*****] intact for external and internal business reporting.
|
•
|
Total NRE for initial [*****] scope will be $[*****], as referenced in the table titled “Base NRE Fees” under “[*****] (including Sections 2g and 2h)” below. All license fees stated above are on [*****] and based on the [*****] provided in the Ford [*****] RFQ.
|
•
|
A [*****] of [*****] will be offered [*****] following [*****] of SYNC [*****] whereby the [*****] license fee will be $[*****] and the [*****] fee will be $[*****].”
|
6.
|
In Attachment V, delete Section 2a in its entirety and replace with the following:
|
7.
|
In Attachment V, delete Section 2d in its entirety and replace with the following:
|
8.
|
In Attachment V, after the end of Section 2f but before Section 3, add the following:
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
|
Total
|
[*****]
|
|
•
|
[*****] over SYNC [*****] only
|
•
|
Amortized from [*****] to [*****] ([*****])
|
9.
|
In Attachment V, at the end of Section 3, add the following new content pricing:
|
|
[*****]
|
|||
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
•
|
Subject to terms & conditions from [*****] to [*****]
|
•
|
All prices are on a [*****] basis.
|
•
|
[*****] includes [*****] for [*****] effective on [*****].
|
•
|
Pricing is based on the [*****] in the Ford SYNC [*****] RFQ.
|
•
|
All prices are agreed upon between Ford and [*****], covering program years for the target platform (SYNC [*****]) and the [*****] and [*****], as referenced in the [*****], shall apply.
|
•
|
This [*****] is only valid in conjunction with [*****] being used for Ford SYNC [*****].
|
•
|
[*****] associated [*****] is to be applied on an optional, [*****] basis.
|
•
|
[*****] Fee pricing is for [*****] license fees only and does not include any other [*****] or [*****].
|
•
|
[*****] Fee pricing for [*****] include [*****] license fee for up to [*****] ([*****]) for the contracted duration.
|
•
|
[*****] Fee pricing above for [*****] do not include [*****] of map updates.
|
•
|
[*****] rights are transferrable to subsequent owner upon vehicle sale and the subsequent owner will continue to have the [*****] rights for the remainder of the original subscription period.
|
•
|
NRE and any [*****] efforts beyond [*****] are not included in the above pricing and if required, will be provided for an additional fee.
|
•
|
All information contained in this price quotation is strictly confidential and is protected by the mutual NDA between [*****] and [*****].
|
•
|
Availability of content may vary from country to country. Not all content may be available in all countries. The current coverage indicated in the addendums to the response are expected to evolve before [*****].
|
•
|
[*****] provided hereunder may not be [*****] with [*****] not provided by [*****].”
|
10.
|
In Attachment V, at the end of Section 4, add the following new subsection:
|
11.
|
In Attachment V, after Section 16, add the following new section:
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
|||
[*****]
|
[*****]
|
12.
|
After
Attachment XIII
, add as
Attachment XIV
, Statement of Work for Ford SYNC [*****], attached hereto and incorporated by reference herein.
|
13.
|
After
Attachment XIV
, add as
Attachment XV
, Service Level Agreement, attached hereto and incorporated by reference herein.
|
14.
|
Attachment XV
, Service Level Agreement, shall apply only to the [*****] unless otherwise agreed to in writing by the parties.
|
FORD MOTOR COMPANY
By:
/s/ Melissa Sheahan
(Signature)
Name:
Melissa Sheahan
(Printed Name)
Title:
Software Buyer
Date:
12-11-18
|
TELENAV, INC.
By:
/s/ Michael Strambi
(Signature)
Name:
Michael Strambi
(Printed Name)
Title:
Chief Financial Officer
Date:
12-11-18
|
1
|
Introduction
|
[*****]
|
[*****]
|
Deliverables
|
Deliverables include the response to all checklist, traceability matrices and release documentation (e.g. static analysis and metrics reports, release notes, etc.)
|
Electronic format
|
Any copy of a work product that can be reviewed that is not a hard copy. This can be a controlled copy or uncontrolled copy that is provided to Ford that will not be reproduced and will be returned upon completion of the review. This copy may be limited to use on the suppliers site or via internet file sharing protocols.
|
TDR
|
Technical Design Review
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
•
|
The Telenav solution architecture is flexible to support:
|
o
|
Navigation application, SDK + HMI, for complete navigation services and experiences
|
o
|
Navigation services are supported onboard as well as in the cloud to enable delivery of hybrid services
|
•
|
System integration can be based on SYNC
[*****]
solution provides integration flexibility.
|
•
|
The Telenav solution will leverage Ford’s
[*****]
for establishing connections to the cloud. Cloud architecture supports connections as a pass through via the Ford cloud.
|
•
|
Event-based API provides access to the SDK core, allowing the HMI layer or system layer to send requests to the SDK and receive asynchronous responses
|
•
|
Intelligence platform enables supporting data collection, processing and publishing of data to enable delivery of predictive services based on car and map data
|
•
|
Delta service enables delivery of OTA map updates based on Telenav’s TrueDelta
TM
incremental update solution
|
3.1
|
[*****]
development experience
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
5.1
|
Flexible HMI and research-driven UX
|
•
|
One-touch and voice destination entry and access to features
|
•
|
Glanceable UI that adheres to safety guidelines advocated by NHTSA (other regions might deviate from this or comply with different standards)
|
•
|
Voice integration for the most frequently used functions to keep the user focused on the road
|
•
|
Utilizing all the available screens to provide the right information to the user in the right place at the right time
|
•
|
Localization practice that includes customizing the UX per regional driving insights rather than simply translating UX elements to make sure the product and features are easy to use based on the nuances and driver behavior of a given region
|
5.2
|
HMI theming
|
•
|
Telenav’s UX services include designing for brand-specific or form-factor dependent (screen sizes, resolutions) experiences.
|
5.3
|
UX and UI features
|
•
|
One-touch and voice destination entry and access to features
|
•
|
Glanceable UI that adheres to safety guidelines advocated by NHTSA (other regions might deviate from this or comply with different standards)
|
•
|
Navigation panel: The guidance/Navigation panel provides an easier to read and easier to locate guidance when approaching a maneuver. It also contains alternate views like junction view and destination management -essentially any controls specific to the trip. It collapses to a “mini-panel” when you are far from a maneuver to show more of a map
|
•
|
Voice integration for the most frequently used functions to keep the user focused on the road.
|
•
|
Utilizing all the available screens to provide the right information to the user in the right place at the right time
|
•
|
Localization practice that includes customizing the UX per regional driving insights rather than simply translating UX elements to make sure the product and features are easy to use based on the nuances and driver behavior of a given region
|
•
|
[*****]
|
•
|
[*****]
|
6.1
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
9.1
|
[*****]
|
9.2
|
[*****]
Analysis
|
10.1
|
[*****]
|
10.2
|
[*****]
|
11.1
|
[*****]
|
11.2
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
11.3
|
[*****]
|
•
|
[*****]
|
1.
|
Definitions
|
2.
|
Monthly Service Availability Performance Requirement
. Navigation Application Supplier will ensure that the [*****] maintain a [*****] of [*****] during non-Scheduled Maintenance window. The Availability calculation shall include Navigation Application Supplier’s Network defined as extending to and including the ingress/egress point to the public internet at the router point for the facilities interconnect where Navigation Application Supplier service/operating infrastructure is
|
3.
|
Incident Management
. Collaboration and communication between Ford and Navigation Application Supplier are key to mutual success. All entities responsible for Services availability will follow this matrix for Incident communication and Incident Management.
|
3.1.
|
Monitoring
. Navigation Application Supplier shall provide Licensee a URL for 24x7x365 Service Availability and Performance monitoring.
|
3.2.
|
Ford Notification to Navigation Application Supplier
|
3.3.
|
Response Times and Incident Classifications
|
3.4.
|
Root Cause Analysis (RCA)
Upon request, Navigation Application Supplier shall provide RCAs for all Service Impact Incidents. The RCA report includes a description of the issue, and corrective actions or mitigation strategies. For Impact 1, 2 and 3 incidents requiring RCA, Navigation Application Supplier will provide the incident report within [*****] of incident start time. In the event that all details required to finalize the RCA are not available within [*****], an updated RCA will be provided with an estimated target date for delivery of a final RCA. Navigation Application Supplier will follow up on the recommended actions as part of the problem management process. Navigation Application Supplier shall provide to Ford its current problem management process documentation. For [*****] impact incidents, Navigation Application Supplier shall provide the incident report to Ford no later than [*****] after requested date.
|
4.
|
Maintenance/Downtime
|
4.1.
|
Scheduled Maintenance/Scheduled Downtime
|
•
|
Scheduled Maintenance will not exceed [*****] of Down Time per event;
|
•
|
Scheduled Maintenance shall not exceed [*****]per [*****] (a total of [*****] per [*****]) for the Services; and
|
•
|
At the same time Navigation Application Supplier notifies Ford of Scheduled Maintenance, Navigation Application Supplier will also notify Ford of anticipated Scheduled down Time and the anticipated Scheduled down Time will occur during the Scheduled Maintenance window. Each Scheduled Maintenance affecting Ford’s publicly accessible Services Implementation shall not exceed [*****] nor [*****] per [*****] or [*****] per [*****]. Any unplanned or unconfirmed Down Time or Incident shall count towards Service Availability; provided however, Scheduled Down Town shall be the actual number of minutes of Down Time incurred during Scheduled Maintenance.
|
4.2.
|
Maintenance Window
|
4.3.
|
Emergency Maintenance
|
4.4.
|
Failure to Meet Service Levels
|
a.
|
In the event that the Down Time in any month is greater than [*****] in total over a [*****] period (chronic deviation), Ford shall notify Navigation Application Supplier and Navigation Application Supplier shall have [*****] to remedy the deviation. In the event the Down Time is greater than [*****] in total over a [*****] period that [*****] the [*****] period, Ford shall have the right to (i) terminate this Agreement without penalty and without further payment obligations and remove Navigation Application Supplier’s logo and any references from its offerings or (ii) allow Navigation Application Supplier a remedy conformation period as defined and deemed acceptable by both parties.
|
b.
|
In the event that the Response Time or Resolution Time for [*****] issues is not achieved in any [*****] over a [*****] period (chronic deviation), Ford shall notify Navigation Application Supplier and Navigation Application Supplier shall have [*****] to remedy the deviation. In the event the Response Time or Resolution Time for [*****] issues, as applicable, is not achieved in the [*****] that [*****] the [*****] period, Ford shall have the right to (i) terminate this Agreement without penalty and without further payment obligations and remove Navigation Application Supplier’s logo and any references, if applicable, from its offerings or (ii) allow Navigation Application Supplier a remedy conformation period as defined and deemed acceptable by both parties. Ford may reference Navigation Application Supplier’s service as “Navigation Application Supplier’s Service Currently Unavailable” during any periods of service unavailability.
|
c.
|
In the event that the production service API or production service synthetic transaction API does not perform to the timing specification, in [*****] over a [*****] period (chronic deviation), Ford shall notify Navigation Application Supplier and Navigation Application Supplier shall have [*****] to remedy the deviation. In the event that the production serviced API or production service synthetic transaction API does not perform to the timing specification in the [*****] that [*****] the [*****] period, Ford shall shall have the right to (i) terminate this Agreement without penalty and without further payment obligations and remove Navigation Application Supplier’s logo and any references, if applicable, from its offerings or (ii) allow Navigation Application Supplier a remedy conformation period as defined and deemed acceptable by both parties.
|
5.
|
Change Management, Upgrades and New Releases
|
•
|
For [*****] releases at least [*****] in advance ([*****] change)
|
•
|
Navigation Application Supplier shall allow Ford a minimum of [*****] from release to require [*****] ([*****] change) updates.
|
6.
|
Disaster Recovery
|
7.
|
Synthetic Transaction
|
8.
|
Contacts and Hours of Operation
|
Service Provider
|
Phone/Email
|
Network Operations Center
|
Contact: NOC
Email: [*****]
Phone: [*****]
|
Escalation Point of Contact
|
Contact 1: [*****]
Email: [*****]
Phone: [*****]
Contact 2: [*****]
Email: [*****]
Phone: [*****]
|
1.
|
All references in the Agreement to “[*****]” shall be changed to “[*****]”.
|
2.
|
In Attachment V, Section 3, delete the clause “[*****] shall include [*****] and [*****]” and replace it with “For purposes of clarification, [*****] shall include and [*****].”
|
3.
|
Ford acknowledges that with respect to the [*****] in [*****] only for [*****] (as defined in Amendment No. 21) that Telenav is providing such [*****] while the parties concurrently work on [*****] of [*****], inter alia, pursuant to the pending Ford [*****]: [*****], [*****] name: [*****] to [*****].
|
FORD MOTOR COMPANY
By:
/s/ Melissa Sheahan
(Signature)
Name:
Melissa Sheahan
(Printed Name)
Title:
Software Buyer
Date:
12-10-18
|
TELENAV, INC.
By:
/s/ Michael Strambi
(Signature)
Name:
Michael Strambi
(Printed Name)
Title:
Chief Financial Officer
Date:
12-7-18
|
A
|
At no additional cost, Supplier shall provide to Customer and any designated third party service provider: (i) in writing, to the extent available, applicable requirements, standards, policies, operating procedures and other documentation relating to the affected execution environment of the Services; (ii) answer all reasonable and pertinent verbal or written questions from Customer regarding the Services on an "as needed" basis as agreed upon by Customer and Supplier; and (iii) necessary access to the systems and sites from which the Services were provided.
|
B
|
If requested by Customer, Supplier shall assist Customer in developing a plan that shall specify the tasks to be performed by the parties in connection with the Termination Assistance Services and the schedule for the performance of such tasks.
|
C
|
Supplier shall provide the Termination Assistance Services for a period of up to [*****] from the date of termination of this Agreement (the "Termination Assistance Period"), at prices no worse to Customer than those for comparable services prior to termination.
|
D
|
Upon request from Customer to the extent permitted by third party contracts, Supplier shall do the following:
|
(i)
|
Supplier shall make available any hardware owned or leased by Supplier dedicated to the performance of the Services (“Supplier Hardware”) by allowing Customer or its designee to (a) purchase any Supplier Hardware, at net book value; and/or (b) assume the lease of any Supplier Hardware leased by Supplier.
|
(ii)
|
Supplier shall transfer or assign, upon Customer's request, any third party contracts applicable to the Services for maintenance, disaster recovery services or other necessary third party services being used by Supplier and dedicated to the performance of the Services, to Customer or its designee, on terms and conditions acceptable to all applicable parties.
|
(iii)
|
Supplier shall license to Customer, or assist Customer in obtaining a license to, software then being used by Supplier in providing the Services.
|
E
|
Supplier shall provide to Customer, in the form and with the content requested by Customer, inventories of the hardware and software used in connection with the provision of the Termination Assistance Services as needed.
|
F
|
Supplier acknowledges and agrees that it shall have an absolute and unconditional obligation to provide Customer with Termination Assistance Services and Supplier's quality and level of performance during the Termination Assistance Period shall continue to comply with all requirements of this Agreement.
|
If to Supplier:
|
Telenav, Inc.
100 Galleria Officentre, Suite 428
Southfield, MI 48034
Attention: [*****]
|
With a copy to:
|
Telenav, Inc.
4655 Great America Parkway, Suite 300
Santa Clara, CA 95054
Attention: [*****]
Facsimile: [*****]
|
|
|
If to Customer:
|
General Motors Holdings LLC
400 Renaissance Center
P.O. Box 400
Detroit, MI 48265-4000
Attention: [*****]
[*****]Facsimile: [*****]
|
With a copy to:
|
General Motors Holdings LLC
400 Renaissance Center
P.O. Box 400
Detroit, MI 48265-4000
Attention : [*****]
[*****]Facsimile: [*****]
|
GENERAL MOTORS HOLDINGS LLC
By:
/s/ Tanya Skilton
Name:
Tanya Skilton
(printed)
Title:
Director Purchasing Advanced
Technology
Date:
March 7, 2017
|
TELENAV, INC.
By:
/s/ Michael Strambi
Name:
Michael Strambi
(printed)
Title:
Chief Financial Officer, Telenav, Inc.
Date:
2/24/17
|
|
|
Position/Person
|
Name
|
Initial Commitment
|
Percentage of Commitment
|
Supplier Account Executive
|
[*****]
|
1 year
|
100%
|
Key Employee Name
|
Role
|
|
|
|
|
|
|
|
|
1.
|
Definitions
|
a.
|
Availability:
The percentage resulting from the following calculation:
|
b.
|
Down Time:
The number of
[*****]
the Service is not operational during a
[*****]
and excludes scheduled downtime.
|
c.
|
Hours of Operation:
24 hours a day and 365 days a year.
|
d.
|
Scheduled Down Time:
The number of
[*****]
of down time incurred during scheduled maintenance.
|
e.
|
Scheduled Maintenance:
The number of
[*****]
of maintenance that is scheduled in advance. Scheduled Down Time shall occur within the Scheduled Maintenance window. Any down time outside of the maintenance window will be counted against the availability calculations.
|
f.
|
Total Time:
The total number of
[*****]
in a given
[*****]
.
|
2.
|
[*****] Availability Performance Commitment:
Telenav will ensure that the Service maintains a [*****] Availability of [*****]
|
3.
|
Service Latency
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
[*****]
|
•
|
[*****] detail
|
•
|
[*****] by
|
|
|
EXHIBIT 10.43
|
1.
|
Services.
|
A.
|
Commencing on the Effective Date, FLG will perform those services (the “Services”) described in one or more exhibits attached hereto. Such services shall be performed by the member or members of FLG identified in Exhibit A (collectively, the “FLG Member”) with the anticipated weekly time commitments stated on Exhibit A.
|
B.
|
Client acknowledges and agrees that FLG’s success in performing the Services hereunder will depend upon the participation, cooperation and support of Client’s most senior management.
|
C.
|
Notwithstanding anything in Exhibit A or elsewhere in this Agreement to the contrary, neither FLG nor any of its members shall serve as an employee, or an elected director of Client. Consistent with the preceding Client shall not elect FLG Member to its board of directors or equivalent governing body; and the FLG Member shall have no authority to sign any documents on behalf of Client, including, but not limited to, federal or state securities filings, tax filings, or representations and warranties on behalf of Client
except
as pursuant to a resolution(s) of Client’s board of directors or equivalent governing body granting such authority to FLG Member as a non-employee consultant to Client.
|
D.
|
The Services provided by FLG and FLG Member hereunder shall not constitute an audit, attestation, review, compilation, or any other type of financial statement reporting engagement (historical or prospective) that is subject to the rules of the California Board of Accountancy, the AICPA, or other similar state or national licensing or professional bodies. Client agrees that any such services, if required, will be performed separately by its independent public accountants or other qualified consultants.
|
E.
|
During the term of this Agreement, Client shall not hire or retain the FLG Member as an employee, consultant or independent contractor except pursuant to this Agreement.
|
2.
|
Compensation; Payment; Deposit; Expenses.
|
A.
|
As compensation for Services rendered by FLG hereunder, Client shall pay FLG the amounts set forth in Exhibit A for Services performed by FLG hereunder (the “Fees”). FLG shall invoice Client no less than monthly and no later than five (5) business days after the time has been incurred by the FLG Member. The Fees shall be net of any and all taxes, withholdings, duties, customs, social contributions or other reductions imposed by any and all authorities which are required to be withheld or collected by Client or FLG, including ad valorem, sales, gross receipts or similar taxes, but excluding US income taxes based upon FLG’s or FLG Member’s net taxable income.
|
B.
|
As additional compensation to FLG, Client will pay FLG the incentive bonus or warrants or options, if any, set forth in Exhibit A.
|
C.
|
Payment. Client shall pay FLG all undisputed amounts owed to FLG under this Agreement within ten (10) days after Client’s receipt of invoice, with no purchase order required. Reasonably disputed amounts shall be resolved in good faith by the parties.
|
D.
|
Deposit. Client hereby agrees to pay FLG a deposit as set forth on Exhibit A (the “Deposit”) to be held in its entirety as security for Client’s future payment obligations to FLG under this Agreement. Upon termination of this Agreement, all undisputed amounts then owing to FLG under this Agreement shall be charged against the Deposit and the balance thereof, if any, shall be refunded to Client.
|
E.
|
Expenses. Within thirty (30) days of Client’s receipt of an expense report from FLG’s personnel performing Services hereunder, Client shall reimburse FLG personnel directly for travel and out-of-pocket business expenses detailed in such expense report that are consistent with Client’s travel & expense policies for Client’s employed executive staff. Any required air travel, overnight accommodation and resulting per diem expenses shall also be consistent with Client’s travel & expense policies for Client’s employed executive staff.
|
3.
|
Relationship of the Parties.
|
A.
|
FLG’s relationship with Client will be that of an independent contractor and nothing in this Agreement shall be construed to create a partnership, joint venture, or employer-employee relationship. FLG is not the agent of Client and is not authorized to make any presentation, contract, or commitment on behalf of Client unless specifically requested or authorized to do so by Client in writing. FLG agrees that all taxes payable as a result of compensation payable to FLG hereunder shall be FLG’s sole liability. FLG shall defend, indemnify and hold harmless Client, Client’s officers, directors, employees and agents, and the administrators of Client’s benefit plans from and against any claims, liabilities or expenses relating to such taxes or compensation.
|
4.
|
Term and Termination.
|
A.
|
The term of this Agreement shall be for the period set forth in Exhibit A.
|
B.
|
Client may terminate this Agreement upon thirty (30) calendar days advance written notice to FLG. FLG may terminate this Agreement at the earlier of: (i) the termination of the Services, or (ii) any time beginning four (4) months after the Effective Date, with at least sixty (60) days advance written notice to Client.
|
C.
|
Either party may terminate this Agreement immediately upon a material breach of this Agreement by the other party and a failure by the other party to cure such breach within ten (10) days of written notice thereof by the non-breaching party to the breaching party.
|
D.
|
FLG shall have the right to terminate this Agreement immediately without advance written notice (i) if FLG reasonably determines,
|
E.
|
This Agreement shall be deemed terminated if during any six month period no billable hours occur, with the termination date effective on the date of the last billable hour therein.
|
F.
|
Conversion. If at any time during the one (1) year period following termination of this Agreement Client shall hire or retain the FLG Member as an employee, consultant or independent contractor,
AND in so doing induce, compel or cause FLG Member to leave FLG as a precondition to commencing or continuing employment or consultancy with Client
, Client shall immediately pay to FLG in readily available funds a recruiting fee equal to the annualized amount of Fees payable hereunder, which shall equal either (i) 260 multiplied by the daily rate, if this Agreement provides for Fees payable by daily rate, or (ii) 2,080 multiplied by the hourly rate, if this Agreement provides for Fees payable by hourly rate, multiplied by thirty percent (30%).
|
5.
|
Disclosures
|
A.
|
IRS Circular 230. To ensure compliance with requirements imposed by the IRS effective June 20, 2005, FLG hereby informs Client that any tax advice offered during the course of providing, or arising out of, the Services rendered pursuant to this Agreement, unless expressly stated otherwise, is not intended or written to be used, and cannot be used, for the purpose of: (i) avoiding tax-related penalties under the Internal Revenue Code, or (ii) promoting, marketing or recommending to another party any tax-related matter(s) said tax advice address(es).
|
B.
|
Attorney-Client Privilege. Privileged communication disclosed to FLG or FLG Member may waive the privilege through no fault of FLG. FLG strongly recommends that Client consult with legal counsel before disclosing privileged information to FLG or FLG Member. Pursuant to Paragraph 6, neither FLG nor FLG Member will be responsible for damages caused through Client’s waiver of privilege, whether deliberate or inadvertent, by disclosing such information to FLG or FLG Member.
|
6.
|
DISCLAIMERS AND LIMITATION OF LIABILITY.
|
A.
|
As a condition for recovery of any amount by Client against FLG, Client shall give FLG written notice of the alleged basis for liability within a commercially reasonable period after discovering the circumstances giving rise thereto, unless prevented from doing so by law or contractual restriction, in order that FLG will have the opportunity, at its expense, to investigate in a timely manner and, where possible, correct or rectify the alleged basis for liability; provided that the failure of Client to give such notice will only affect the rights of Client to the extent that FLG is actually prejudiced by such failure. Notwithstanding anything herein to the contrary, Client must assert any claim against FLG by the sooner of one hundred eighty (180) days after: (i) discovery; (ii) the termination of this Agreement; or (iii) the last date on which the Services were performed; but no sooner in the case of (i) – (iii) than sixty (60) days after completion of a financial or accounting audit of the annual period which includes the period(s) to which a claim pertains.
|
7.
|
D&O Insurance and Indemnification.
|
A.
|
Client shall include the FLG Member on the D&O insurance policies held by Client in favor of its officers and directors and FLG Member shall enter into Client's standard indemnification agreement used with contractors acting as officers of the Client.
|
B.
|
FLG and FLG Member agree to waive any claim or right of action FLG or FLG Member might have whether individually or by or in the right of Client, against any director, secretary and other officers of Client and the liquidator or trustees (if any) acting in relation to any of the affairs of Client and every one of them on account of any action taken by such director, officer, liquidator or trustee or the failure of such director, officer, liquidator or trustee to take any action in the performance of his duties with or for Client; PROVIDED THAT such waiver shall not extend to any matter in respect of any gross negligence or willful misconduct which may attach to any such persons.
|
8.
|
Representations and Warranties.
|
A.
|
Each party represents and warrants to the other that it is authorized to enter into this Agreement and can fulfill all of its obligations hereunder.
|
B.
|
FLG and FLG Member warrant that they shall perform the Services diligently, with due care, and in accordance with prevailing industry standards for comparable engagements and the requirements of this Agreement. FLG and FLG Member warrant that FLG Member has sufficient professional experience to perform the Services in a timely and competent manner.
|
C.
|
FLG covenants that it has an error and omissions insurance policy in place in the form provided to Client prior to or contemporaneously with the date of execution of this Agreement and will continue to maintain such policy or equivalent policy provided that such policy or equivalent policy shall be available at commercially reasonable rates.
|
9.
|
Work Product License
. The parties do not anticipate that FLG or FLG Member will create any intellectual property for Client in performing the Services pursuant to this Agreement. However, FLG and FLG Member grant to Client a world-wide, assignable, transferrable, perpetual, exclusive, royalty-free, fully paid-up, irrevocable license to copy, use and create derivative works from all tangible and electronic documents, spreadsheets, and financial models (collectively, “Work Product”) produced or authored by FLG Member in the course of performing the Services pursuant to this Agreement. Any patent rights arising out of the Services will be assigned to and owned by Client and not FLG or FLG Member. Subject to the confidentiality provisions contained in the NDA, all other intellectual property rights inherent in any methods, discoveries, developments, improvements, know-how, ideas, insights, analytical concepts and skills directly related to, or reasonably required for, the competent execution of FLG Member’s profession as a chief financial officer and created or arising by FLG or FLG Member from the Services rendered are reserved by FLG and FLG Member to the extent applicable in the profession of chief financial officer. Rights outside those reserved to FLG and FLG Member in the preceding sentence are the property of Client.
|
10.
|
Miscellaneous.
|
A.
|
Any notice required or permitted to be given by either party hereto under this Agreement shall be in writing and shall be personally delivered or sent by a reputable courier mail service (e.g., Federal Express) or by facsimile confirmed by reputable courier mail service, to the other party as set forth in this Paragraph 10(A). Notices will be deemed effective two (2) days after deposit with a reputable courier service or upon confirmation of receipt by the recipient from such courier service or the same day if sent by facsimile and confirmed as set forth above.
|
B.
|
This Agreement will be governed by and construed in accordance with the laws of California without giving effect to any choice of law principles that would require the application of the laws of a different jurisdiction.
|
C.
|
Any claim, dispute, or controversy of whatever nature arising out of or relating to this Agreement (including any other agreement(s) contemplated hereunder), including, without limitation, any action or claim based on tort, contract, or statute (including any claims of breach or violation of statutory or common law protections from discrimination, harassment and hostile working environment), or concerning the interpretation, effect, termination, validity, performance and/or breach of this Agreement (“Claim”), shall be resolved by final and binding arbitration before a single arbitrator (“Arbitrator”) selected from and administered by the San Francisco office of JAMS (the “Administrator”) in accordance with its then existing commercial arbitration rules and procedures. The arbitration shall be held in San Francisco, California. The Arbitrator shall, within fifteen (15) calendar days after the conclusion of the Arbitration hearing, issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The Arbitrator also shall be authorized to grant any temporary, preliminary or permanent equitable remedy or relief he or she deems just and equitable and within the scope of this Agreement, including, without limitation, an injunction or order for specific performance. Each party shall bear its own attorneys’ fees, costs, and disbursements arising out of the arbitration, and shall pay an equal share of the fees and costs of the Administrator and the Arbitrator; provided, however, the Arbitrator shall be authorized to determine whether a party is the prevailing party, and if so, to award to that prevailing party reimbursement for its reasonable attorneys’ fees, costs and disbursements, and/or the fees and costs of the Administrator and the Arbitrator. The Arbitrator's award may be enforced in any court of competent jurisdiction. Notwithstanding the foregoing, nothing in this Paragraph 10(C) will restrict either party from applying to any court of competent jurisdiction for injunctive relief.
|
D.
|
Neither party may assign its rights or delegate its obligations hereunder, either in whole or in part, whether by operation of law or otherwise, without the prior written consent of the other party; provided, however, that FLG may assign its rights and delegate its obligations hereunder to any affiliate of FLG. The rights and liabilities of the parties under this Agreement will bind and inure to the benefit of the parties’ respective successors and permitted assigns.
|
E.
|
If any provision of this Agreement, or the application thereof, shall for any reason and to any extent be invalid or unenforceable, the remainder of this Agreement and application of such provision to other persons or circumstances shall be interpreted so as best to reasonably effect the intent of the parties. The parties further agree to replace such void or unenforceable provision of this Agreement with a valid and enforceable provision that will achieve, to the extent
|
F.
|
This Agreement, the Exhibits, and any executed Non-Disclosure Agreements specified herein and thus incorporated by reference constitute the entire understanding and agreement of the parties with respect to the subject matter hereof and thereof and supersede all prior and contemporaneous agreements or understandings, express or implied, written or oral, between the parties with respect hereto. The express terms hereof control and supersede any course of performance or usage of the trade inconsistent with any of the terms hereof.
|
G.
|
Any term or provision of this Agreement may be amended, and the observance of any term of this Agreement may be waived, only by a writing signed by the parties. The waiver by a party of any breach hereof for default in payment of any amount due hereunder or default in the performance hereof shall not be deemed to constitute a waiver of any other default or succeeding breach or default.
|
H.
|
Deleted.
|
I.
|
Client may disclose FLG Member’s name on Client’s website (such as in an executive biography, for example), in press releases, SEC filings and other public documents and media, as deemed reasonably necessary in Client's sole judgment. Neither party may disclose the existence of this relationship other than as described in this subsection (I) or Exhibit A, without the prior written consent of the other party.
|
J.
|
If and to the extent that a party’s performance of any of its obligations pursuant to this Agreement is prevented, hindered or delayed by fire, flood, earthquake, elements of nature or acts of God, acts of war, terrorism, riots, civil disorders, rebellions or revolutions, or any other similar cause beyond the reasonable control of such party (each, a “Force Majeure Event”), and such non-performance, hindrance or delay could not have been prevented by reasonable precautions of the non-performing party, then the non-performing, hindered or delayed party shall be excused for such non-performance, hindrance or delay, as applicable, of those obligations affected by the Force Majeure Event for as long as such Force Majeure Event continues and such party continues to use its best efforts to recommence performance whenever and to whatever extent possible without delay, including through the use of alternate sources, workaround plans or other means. Should FLG or the FLG Member be the nonperforming party, Client may terminate this Agreement at any time after the occurrence of the Force Majeure Event, with seven (7) days' notice.
|
K.
|
This Agreement may be executed in any number of counterparts and by the parties on separate counterparts, each of which when executed and delivered shall constitute an original, but all the counterparts together constitute one and the same instrument.
|
L.
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This Agreement may be executed by facsimile signatures (including electronic versions of this document in Adobe Acrobat Portable Document Format form which contain scanned or secure, digitally signed signatures) by any party hereto and such signatures shall be deemed binding for all purposes hereof, without delivery of an original signature being thereafter required.
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M.
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Survivability. The following Paragraphs and subparagraphs shall survive the termination of this Agreement: 2C ("Payment"), 2D ("Deposit"), 2E ("Expenses"), 4F ("Conversion"), 6 (“Disclaimers and Limitation of Liability”); 7 (“Indemnification”); 8 (“Representations and Warranties”); 9 (“Work Product License”); and 10 (“Miscellaneous”).
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CLIENT:
Telenav, Inc.,
a Delaware corporation.
By: Michael Strambi
Signed:
/s/ Michael Strambi
Title: Chief Financial Officer
Address: 4655 Great America Parkway
Suite 300
Santa Clara, CA 95054
Tel: 415 245-3800
Email: legal@telenav.com
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FLG:
FLG Partners, LLC,
a California limited liability company.
By: Jeffrey Kuhn
Signed:
Jeffrey Kuhn
Title: Administrative Partner
Effective Date: November 2, 2018
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1.
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Description of Services
: CFO level services typical for a publicly traded corporation, including, but not limited to, assuming the role of the Principal Financial Officer and Principal Accounting Officer of the Client and executing required certifications and representations such as the 302 and 906 certifications and the auditor's representation letters.
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2.
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FLG Member
: Fuad Ahmad.
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3.
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Fees
: $425 per hour.
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4.
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Additional Compensation
: None.
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5.
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Deposit
: $15,000.
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6.
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Term and Weekly Commitment
: Indefinite, and terminable pursuant to Paragraph 4 of the Agreement. Anticipated weekly commitment shall be not more than thirty (30) hours a week prior to the holiday shutdown beginning December 20, 2018 and extending through January 1, 2019 (the "Holiday Shutdown"), with no anticipated weekly commitment during the Holiday Shutdown. FLG Member's anticipated weekly commitment shall rise to not more than forty (40) hours a week from January 2, 2019 through March 29, 2019, subject to the termination provisions contained in the Agreement. With the prior mutual written consent of Client and FLG Member, including by email, the weekly hours may exceed the anticipated commitments above.
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7.
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Non-Disclosure Agreement
: The parties have entered into the Confidential Mutual Non-Disclosure Agreement effective October 11, 2018 (the “NDA”). FLG hereby expressly consents to the public disclosure of the existence of FLG’s relationship with Client, by Client, provided that the terms and conditions herein shall remain confidential pursuant to the terms of the NDA.
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1.
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I have reviewed this quarterly report on Form 10-Q of Telenav, Inc.;
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2.
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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;
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3.
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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;
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4.
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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:
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a.
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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;
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b.
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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;
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c.
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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
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d.
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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
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5.
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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):
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a.
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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
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b.
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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.
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Date:
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February 7, 2019
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By:
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/s/ Dr. HP JIN
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Dr. HP Jin
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President and Chief Executive Officer
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1.
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I have reviewed this quarterly report on Form 10-Q of Telenav, Inc.;
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2.
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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;
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3.
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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;
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4.
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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:
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a.
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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;
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b.
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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;
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c.
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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
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d.
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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
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5.
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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):
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a.
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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
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b.
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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.
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Date:
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February 7, 2019
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By:
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/s/ FUAD AHMAD
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Fuad Ahmad
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Chief Financial Officer
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Date:
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February 7, 2019
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By:
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/s/ Dr. HP JIN
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Dr. HP Jin
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President and Chief Executive Officer
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Date:
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February 7, 2019
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By:
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/s/ FUAD AHMAD
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Fuad Ahmad
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Chief Financial Officer
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