Territory License No. 12, dated June 30, 2017, by and among HERE North America, LLC, HERE Europe B.V. and Telenav, Inc

Base Map Data. “Base Map Data” means, as it relates to any particular country, the standard geographic map data (i.e., not including Additional Content) as and when generally released for commercial use by HERE for such country or portion thereof and which is referred to (and further described) in the applicable standard product documentation provided by HERE as the “Base Map” for that country or portion thereof. For purposes of determining which features and attributes are deemed to be “Base Map Data” and covered by the per Copy License Fees in Exhibit C, a description of such features and attributes is set forth in the then-current Attribute Overview and Usage Guide (or equivalent document) made available to Client as part of the Customer Technical Reference Guide. HERE may update the list of features and attributes included in “Base Map Data” but shall not reclassify any “Base” attributes as “Premium”. In the event that HERE violates the foregoing, Client shall have the right to continue using such attribute as part of the “Base Map Data” licensed hereunder and shall not be obligated to pay any incremental amount associated with such use for the duration of the TL Term.

Additional Content. “Additional Content” means Data licensed under this TL in addition to Base Map Data (as defined above) as such Data is further described at the URL http://corporate.navteq.com/additional_content_descriptions.html. Additional Content shall be subject to the terms and conditions in such URL and 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.

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.

A [******] Application” means a [******] that uses Data solely to provide information solely in connection with one or more of the functions of [******]. For sake of clarity, [******] may not be capable of [******].

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 initial copies of the Compiled Data (“Initial Copies”) 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”); and

Distributing such Copies of Compiled Data to [******] 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 personal use with the Application. Client shall use commercially reasonable efforts to enforce the terms and conditions of its [******] agreement with [******], which shall include the obligation for [******] to comply with the applicable terms and conditions set forth herein as well as terms providing that HERE shall be a third party beneficiary to such agreement with the right to audit such third parties in a manner consistent with the provisions of the Agreement. Client shall be fully responsible for compliance by such third parties with [******] agreements.

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 for Initial Copies to [******] for the [******] Application. Client shall not, and shall not permit any third party to, distribute, provide or otherwise make available any physical [******] to [******] and/or any End-User under this TL.

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 (“License Fees”), combined with the amounts due for any Additional Content that is made accessible for use in such Application (“Additional Content Fees”). For the avoidance of doubt, the pricing for each Territory in the tables in Exhibit 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”).

License Fee Reports & Due Dates. Due to the supplier positions of Client as [******] and HERE as map supplier and solely for License Fee reporting purposes under this TL, and notwithstanding anything to the contrary under Section 5.8 of the Agreement, preliminary License Fee reports from Client specifying (i) the estimated number of Copies distributed during the calendar month reporting period; and (ii) ; a non-binding forecast of Copies to be distributed during the six (6) months following such reporting period, are due by the [******] day after [******] for which the report is provided (e.g., for Copies distributed in January 2017, the preliminary License Fee report is due by [******] ). Client shall provide a final License Fee report specifying the actual number of Copies distributed within [******] from the [******] for which the report is provided (e.g. for Copies distributed in January 2017, the final License Fee report is due by [******]). Following receipt of such a final License Fee report, HERE shall invoice Client for the amounts due. Client shall pay the License Fees as specified under Exhibit C by the [******] for which the License Fee report is provided (e.g., for Copies distributed in January 2017, payment is due by [******]). In the event that the [******] notifies Client that the number of Copies reported during a prior reporting period to Client and to HERE were incorrect, Client shall include, with Client’s subsequent final License Fee report following such notification, a proper adjustment to the number of Copies reported for such prior period, which shall be incorporated as a debit or credit, as appropriate, to the then-current period’s License Fee report.

Currency. License Fees hereunder shall be paid in U.S. Dollars.

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.

Client shall comply with the third party supplier requirements and restrictions with respect to use of the Data as made available through the HERE B2B Download Center or at the URL at https://legal.here.com/en-gb/terms/general-content-supplier-terms-and-notices.

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.

Audit. During the TL Term, HERE has the right to audit Client’s records regarding (i) its use of the Data; and (ii) the number of Copies distributed for the calculation of license fees in accordance with Section 5.9 of the Agreement. With respect to any License Fees reported by Client [******], Client shall use commercially best efforts to require [******].

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.

prohibit use of the Data with geographic data from competitors of HERE (unless otherwise expressly permitted in writing by HERE);

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 to Customer by HERE);

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;

affirmatively disclaim any warranties, express or implied 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 Client, HERE or their suppliers have been advised of the possibility of such damages; and

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.

License Fees Per Copy for [******] Applications. Client shall pay HERE the License Fee per initial Copy as set forth in the table below distributed to an End-User with an Application (“Initial Copy”) containing all or any portion of the Data identified in Section 2 below based on (i) the Territory; and (ii) period during which the Application is distributed.

Data. The Data included in the Copy for each Territory, where made available by HERE, is specified in the table below, subject to terms and conditions set forth herein and the Agreement. For sake of clarity, other than Base Map Data and Add-ons, each of the following attributes licensed hereunder shall be considered Additional Content subject to the provisions of Section II.B of this TL.