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

The exchange of a fully executed TL (in counterparts or otherwise) by electronic transmission in .PDF format or by facsimile shall be sufficient to bind the parties to the terms and conditions of this TL.

Both parties have executed this TL by their duly authorized officers as of the Effective Date.

The Data for each Territory consists of (i) Base Map Data and (ii) any Additional Content, and (iii) Add-Ons, each as further described below. HERE shall make available to Client the Data for those countries in the Territory that have been generally released by HERE as of the Effective Date of this TL as well as Update Copies made available by HERE during the TL Term for use in the type of Applications authorized hereunder.

Data for certain regions or areas of the Territory may not be completed and/or may not be produced within the TL Term, and will only be available hereunder upon general release by HERE following completion. Client may request that HERE deliver Data to Client for additional countries in the Territory that are generally released by HERE during the TL Term and HERE shall notify Client if additional terms and conditions apply to such Data. By using the Data after receipt of any such notice from HERE, Client shall be deemed to be bound by such terms and conditions, which are hereby incorporated by reference to be part of this TL.

licensed hereunder and shall not be obligated to pay any incremental amount associated with such use for the duration of the TL Term.

*Use of TMC Codes is subject to the following terms and conditions:

•    TMC location codes may not be compatible with any third party traffic services that use the HERE Data and,

•    without limiting any other provision in this Agreement, Client shall not distribute or otherwise make available the TMC location codes to any third party.

Additional Content shall be subject to the applicable fees described in Section V(A) below. HERE reserves the right to discontinue Additional Content upon reasonable notice to Client and [*****](“[*****]”); provided, however, subject to HERE’s rights under its supplier agreements, that the last releases provided by HERE to Client of any discontinued Additional Content may be included in any Copies distributed thereafter. For sake of clarity, Client may continue to include discontinued Additional Content in Copies previously distributed prior to receipt of notice from HERE of such discontinuation. Additional Content is not available on a standalone basis and may be licensed and used in conjunction with Data only.

Applications licensed under this TL shall consist solely of (i) Route Guidance Applications, and (ii) [*****] Applications; developed by or for Client and sold or otherwise distributed to [*****] for installation in the automotive head-unit or in-dash navigation system of [*****] Identified Vehicles sold or leased in the Territories specified herein, each as further described below:

guidance, and (c) positioning. For sake of clarity, Route Guidance Applications may not be capable of determining an Electronic Horizon and/or enabling [*****] functionality.

The [*****] Application can be used by the [*****] Identified Vehicles for the [*****] of the vehicle by accessing the Data. During the period the vehicle is under subscription for HERE Location Platform Services, the vehicle can leverage Client’s cloud services for [*****] and then the [*****] feature would access the [*****].

The Applications shall not include Excluded Applications. In addition, to the extent that Client has another TL under which Client is licensed for applications (“Other Applications”) that would otherwise fall within the definition of Applications under this TL, such Other Applications shall be excluded from the license granted under this TL.

“[*****] Unit” means a Client product unit that has not been distributed by [*****] to an End-User that [*****] returns to Client for [*****] with the next version that uses the Compiled Data.

“[*****] Unit” means a Client [*****] unit that [*****] deems to be [*****] and is returned to Client by [*****] for [*****] with the same version that uses the Compiled Data. For sake of clarity, any [*****] Unit that does not include the same version of the Compiled Data that was included in the reported [*****] Unit for such [*****] shall be subject to payment of the License Fees set forth herein, except where the End User has an [*****] at the time of [*****].

“[*****] Units” and “[*****] Units” shall be collectively referred to herein as “[*****] Units.”

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.

“Application” means each application as defined under Section III of this TL.

“Destination/Waypoint Delivery” means delivery of latitude/longitude coordinates and street address of a single point of interest or location (“Destination/Waypoint”) as part of an End-User’s destination selection to other Applications licensed hereunder and the delivery of a single Destination/Waypoint and associated name and attribution as part of an End-User’s destination selection for [*****] applications.

“Electronic Horizon” means a HERE proprietary method and system for calculating the most likely path and other feasible paths, based on algorithmic heuristic maneuvering rules, of a vehicle on the road network for some distance ahead (typically 2 to 5 kilometers) and identification of defined hazards and other road data of interest such as slope, curvature, speed limits, intersections, hazard signs and others.

"Excluded Applications" means any use of the Data in a manner not expressly authorized under this TL, including but not limited to use of the Data (i) for or with fleet management, dispatch or similar applications; (ii) 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); (iii) 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 (except for [*****] Applications); (iv) in rental vehicles or other rental situations except for personal use by an End-User in a vehicle; 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.

“Identified Vehicle” means an [*****] vehicle, identified by a vehicle identification number (“VIN”) or other unique identifier in which the Application has been installed and/or associated with an End User account for which a Subscription is granted. Any adoption to PSA vehicles need to be discussed and confirmed with HERE upfront.

“Media-Dependent 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 for use on [*****] devices such as [*****] and other [*****] and [*****] devices) distributed to End-Users for their own internal business and personal use, consisting of Data solely for a Territory, which is resident on any [*****] possessed by the End-User solely to provide information to End-Users in text, audio, haptic and/or graphical form. A [*****] may include [*****], subject to an eligible Subscription granted to an End-User.

“[*****]” means a software application developed by or for Client, for use with the [*****], and that is installed on and operates from one or more servers and/or one or more stationary computer terminals connected thereto, controlled and operated by Client, and which Client makes accessible to End-Users through an automated or non-automated interface, solely via [*****] thereto from an Identified Vehicle, for receiving information from and delivering information to End Users of such Identified Vehicle, and incorporates and uses the Data solely to derive and deliver the functionalities specified under the Application, by a communication in the form of either a single file or multiple files containing text, raster image, binary data and/or voice data or an uninterrupted voice communication, to the End-User.

“Subscription” means each grant of the right to, or provision of the capability to, receive [*****] or otherwise access the Data, including any Update Copies, (whether or not such Data is actually received or accessed) through each Application for the Identified Vehicle for an identified period. Without limiting the foregoing, a Subscription shall be deemed to have been granted to an End User if the Application is used, downloaded or otherwise made available to an End-User, even if an End-User has not accessed the applicable Application or otherwise assented to End-User Terms required in connection with access to such Application.

In all instances where the Application uses any portion of the Data to deliver information to End-Users, Client shall provide End-Users with a copy of End User terms and shall provide conspicuous notice to End-Users and notify each End-User that their use is subject to the End User terms, prior to such End-User’s use of, or access to any portion of the Data. End-User terms shall, at a minimum, include provisions that:

U.S. Government End-Users. If the Data is being acquired by or on behalf of the United States government or any other entity seeking or applying rights similar to those customarily claimed by the United States government, the Data is a “commercial item” as that term is defined at 48 C.F.R. (“FAR”) 2.101, is licensed in accordance with these End-User Terms, and each copy of Data delivered or otherwise furnished shall be marked and embedded as appropriate with the following “Notice of Use,” and shall be treated in accordance with such Notice:

NOTICE OF USE

CONTRACTOR (MANUFACTURER/ SUPPLIER) NAME: HERE

CONTRACTOR (MANUFACTURER/SUPPLIER) ADDRESS:

c/o Nokia, 425 West Randolph Street, Chicago, Illinois 60606

This Data is a commercial item as defined in FAR 2.101 and is subject to these End-User Terms under which this Data was provided.

© 1987 - 20XX HERE – All rights reserved

If the Contracting Officer, federal government agency, or any federal official refuses to use the legend provided herein, the Contracting Officer, federal government agency, or any federal official must notify HERE prior to seeking additional or alternative rights in the Data.

The per Copy fees below are based on (i) use of the Data, (ii) Territory contained in the Copy and (iii) [*****]. [*****], cost for [*****], [*****] and [*****] of [*****] are subject to a separate agreement between HERE and Client. Following the end of the [*****], unless the End-User enters into a renewal (i.e., paid) Subscription for [*****], HERE Traffic (ML) and the HERE Location Platform Services, Client shall promptly terminate End-User’s access to [*****], HERE Traffic (ML) and the HERE Location Platform Services. If the End-User elects to enter into such Subscription, then Client shall pay to HERE the per renewal Subscription fees as mutually agreed to by the parties.

The per Copy fees below are based on (i) use of the Data, (ii) Territory contained in the Copy and (iii) [*****]. [*****], cost for [*****], [*****] and [*****] of [*****] are subject to a separate agreement between HERE and Client. Following the end of the [*****], unless the End-User enters into a renewal (i.e., paid) Subscription for [*****], HERE Traffic (ML) and the HERE Location Platform Services, Client shall promptly terminate End-User’s access to [*****], HERE Traffic (ML) and the HERE Location Platform Services. If the End-User elects to enter into such Subscription, then Client shall pay to HERE the per renewal Subscription fees as mutually agreed to by the parties.

The per Copy fees below are based on (i) use of the Data, (ii) Territory contained in the Copy and (iii) vehicle model year.

The per Copy fees below are based on (i) use of the Data, (ii) Territory contained in the Copy and (iii) [*****].