Territory License No.3



 Exhibit 10.16.8 

 CONFIDENTIAL TREATMENT 
 [NAVTEQ LOGO] 
  

			
	  
 TERRITORY LICENSE NO. 3
  



			
	 	 
	 Quick Reference Title:        
  
  
	  	 Server-Based Applications (EU)
  

	  
 Pursuant to the Data License Agreement between NT and Client dated as of the Effective Date identified therein and reiterated below (“Agreement”), NT
(acting also on behalf of its affiliate NAVTEQ Europe B.V., collectively “NT”) and Client hereby agree to the following additional terms and conditions. Capitalized terms not otherwise defined in the Agreement or within the body of
this TL (including any exhibits or attachments hereto) shall have the meanings set forth in Exhibit A hereto.
  

	 	 
	Client:	  	Telenav, Inc.
	 	 
	Effective Date of Agreement:	  	December 1, 2001
	 	 
	Effective Date of Territory License:	  	 Date of the last signature below
  

	  
 I. Territory License Term.
  

	  
 The term of this TL shall commence on the Effective Date of this TL and continue through December 31, 2008, unless
terminated as provided in the Agreement (“TL Term”).
  


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

  

							
	NAVTEQ NORTH AMERICA, LLC	 	TELENAV, INC.
				
	By:	 	/s/ Lawrence M. Kaplan	 	By:	 	/s/ HP Jin
				
	Name:	 	Lawrence M. Kaplan	 	Name:	 	H P Jin
				
	Title:	 	SVP & General Counsel	 	Title:	 	President
				
	Date:	 	2/7/06	 	Date:	 	January 11, 2006
			
	NAVTEQ EUROPE B.V.	 		 	
				
	By:	 	/s/ Lawrence M. Kaplan	 		 	
				
	Name:	 	Lawrence M. Kaplan	 		 	
				
	Title:	 	SVP & General Counsel	 		 	
				
	Date:	 	2/7/06	 		 	

  

  


			
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 CONFIDENTIAL TREATMENT 
  


	
	  
 TERMS AND CONDITIONS
  


  

	II.	Territory (check applicable geographic areas; each is a separate “Territory”). 

  

	 	x	Mexico 

  

	 	x	Brazil 

  

	 	x	Europe, consisting of: 

 Western Europe (Andorra,
Austria, Belgium, Denmark, Eire (Republic of Ireland), Faroe Islands, Finland, France, Germany, Gibraltar, Greece, Greenland, Guernsey, Iceland, Italy, Jersey, Liechtenstein, Luxembourg, Malta, Man, Monaco, Norway, Portugal, San Marino, Spain,
Sweden, Switzerland, The Netherlands, United Kingdom) 
 Eastern Europe (Albania, Belarus, Bosnia & Herzegovina, Bulgaria,
Croatia, Cyprus, Czech Republic, Estonia, Hungary, Latvia, Lithuania, Macedonia, Moldova, Poland, Romania, Slovakia, Slovenia, Ukraine, Yugoslavia (Serbia and Montenegro)) 
  

					
	 III.    Data Content & Quality.    
	 	  
     NAVTEQ Standard Data + Phonetic Data         
  
	  	

 The Data is NAVTEQ Standard Data, as specified in NT’s NAVTEQ Standard Data Content &
Quality Specification (v.11.20.02) (“Specification”), and shall comply with the Verification Procedure for Accuracy and Completeness set forth in the Specification. Data for certain countries or areas of the Territory may not be completed
and/or may not be produced within the term of this Agreement or ever, and will only be available hereunder upon general release by NT following completion. The Data shall include additional content generally released by NT from time to time for
which NT does not charge, in its sole discretion, additional license fees (“Add-Ons”); NT shall be under no obligation to release such additional content and the first two sentences of Section 8.1 of the Agreement shall not apply to
Add-Ons or to Data for Brazil or for Mexico. The Data shall additionally include Phonetic Data and Premium POIs; provided, however, that the first two sentences of Section 8.1 of the Agreement shall not apply to Phonetic Data and Premium POIs.
To the extent that the Data does not comply with the applicable Verification Procedure for Accuracy and Completeness or equivalent, NT’s sole obligation and Client’s sole remedy shall be for NT to use commercially reasonable efforts to
effect such compliance. 
  

					
	 IV.    Application.        
	  	  
 Server-Based Applications, as defined in Exhibit A and subject to Section I of Exhibit B.
  
	  	

  

	V.	Licensed Use. Pursuant to Section 4.1 of the Agreement, use of the Data is limited to: 

  

	 	A.	storing a Copy of all or any portion of the Data on one or more internal servers possessed or otherwise controlled by Client; and 

  

	 	B.	using the Data of subpart (A) together with the Application to calculate and/or derive Transactions and deliver and display them to End-Users as authorized in
Section IV. Phonetic Data may only be used with the Application for ASR and TTS purposes and, furthermore, may not be used in connection with any data other than the Data; and 

  

	 	C.	sublicensing third party business customers of Client (each a “Sublicensee”), under a written agreement between Client and such Sublicensee setting forth terms and
conditions no less restrictive than those set forth in this Agreement (“Sublicense Agreement”), to store a Copy of all or any portion of the Data on one or more internal servers possessed or otherwise controlled by such Sublicensee and to
use such Data together with the Application to calculate and/or derive Transactions and deliver and display them to End-Users as authorized in Section IV. Client shall be fully responsible for compliance by Sublicensees with Sublicense
Agreements. 

  

	VI.	Fees to NT. 

  

	 	A.	License Fees. License fee amounts and due dates are set forth in Exhibit B, Section II hereto. 

  


  


			
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	 	B.	Additional Data Delivery Fees. For delivery of additional copies of the Data by NT to Client pursuant to Section 7 of the Agreement, Client shall pay NT a services
fee of [*****] per physical storage media of the delivery, plus a shipping charge of [*****] per location to which delivery is requested. Such fees and charges shall be due within thirty (30) days of invoice from NT. 


 

	VII.	Minimum Annual License Fee. Client shall pay NT minimum annual license fees (“MALF”) in the amounts set forth below. The MALF shall be applied in each annual
period to license fees due for such annual period. Unused amounts of the MALF for any annual period, if any, are not refundable, may not be applied to any other annual period, and may not be credited towards license fees or other charges due under a
different TL or applied to any other monies due NT. 

  

	 	A.	Amount. The MALF for each annual period of this TL is as follows: 

  

					
		 	  
 [*****]
  
	 	

  

	VIII.	Currency. U.S. Dollars. Client shall convert non-US Dollar license fees as identified herein into US Dollars by using the Federal Reserve Statistical Release Foreign
Exchange Rates (http://www.federalreserve.gov/releases/h10/Hist/dat00_eu.htm). The conversion rate to be used is the conversion rate listed for the last day of the reporting period specified in this TL. Client shall include its currency
conversion calculations in each License Fee Report. 

  

	IX.	End-User Terms. Attached as Exhibit C. In all instances where the Application uses, accesses, reflects or relies upon any portion of the Data to deliver
information to End-Users, Client shall provide End-Users with a copy of the End-User Terms and shall provide conspicuous notice to End-Users prior to their use of, or access to, any portion of the Data that their use thereof is subject to the
End-User Terms. 

  

	X.	Additional Provisions. 

  

	 	A.	NT Marks & Legends. For purposes of this TL, Client’s obligations under Sections 12.1 of the Agreement to display NT Marks & Legends shall be
satisfied as follows: 

  

	 	1.	Marks. displaying the NAVTEQ ON BOARD logo on or immediately adjacent to each display of a Transaction; and 

  

	 	2.	Legends. displaying the applicable NT copyright notice (as specified in the NT Identity Guidelines) and third party copyright and similar notices and legends (as specified
in Section 11.5 of the Agreement, the NT Identity Guidelines and/or otherwise by NT) on or immediately adjacent to each display of a Transaction. 

  
  
 [*****] Certain portions denoted with an asterisk
have been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. 
  


  


			
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 EXHIBIT A 
 DEFINITIONS 
 [*****] 
  
  
 [*****] Certain portions denoted with an asterisk have been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
In this instance, pages 4-7 have been redacted. 
  


  


			
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 CONFIDENTIAL TREATMENT 
  

 EXHIBIT B 
 APPLICATION & LICENSE FEES 
 [*****]

  
  
  

	[*****]	Certain portions denoted with an asterisk have been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with
respect to the omitted portions. In this instance, pages 8-14 have been redacted. 

  


  


			
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 CONFIDENTIAL TREATMENT 
  

 EXHIBIT C 
 END-USER TERMS 
 The data (“Data”) is provided for your personal, internal use
only and not for resale. It is protected by copyright, and is subject to the following terms and conditions which are agreed to by you, on the one hand, and [CLIENT] (“[CLIENT]”) and its licensors (including their licensors and suppliers)
on the other hand. 
 © 200X NAVTEQ [Insert any
applicable copyright notices as required for the country-specific Data being used]. All rights reserved. 
 TERMS AND CONDITIONS 

 Personal Use Only. You agree to use this Data together with [insert name of CLIENT’s authorized Application] for the solely personal,
non-commercial purposes for which you were licensed, and not for service bureau, time-sharing or other similar purposes. Accordingly, but subject to the restrictions set forth in the following paragraphs, you may copy this Data only as necessary for
your personal use to (i) view it, and (ii) save it, provided that you do not remove any copyright notices that appear and do not modify the Data in any way. You agree not to otherwise reproduce, copy, modify, decompile, disassemble or
reverse engineer any portion of this Data, and may not transfer or distribute it in any form, for any purpose, except to the extent permitted by mandatory laws. 
 Restrictions. Except where you have been specifically licensed to do so by [CLIENT], and without limiting the preceding paragraph, you may not (a) use this Data with any products, systems, or applications installed or otherwise
connected to or in communication with vehicles, capable of vehicle navigation, positioning, dispatch, real time route guidance, fleet management or similar applications; or (b) with or in communication with any positioning devices or any mobile
or wireless-connected electronic or computer devices, including without limitation cellular phones, palmtop and handheld computers, pagers, and personal digital assistants or PDAs. 
 Warning. The Data may contain inaccurate or incomplete information due to the passage of time, changing circumstances, sources used and the nature of collecting comprehensive geographic data, any of which
may lead to incorrect results. 
 No Warranty. This Data is provided to you “as is,” and you agree to use it at your own risk. [CLIENT]
and its licensors (and their licensors and suppliers) make no guarantees, representations or warranties of any kind, express or implied, arising by law or otherwise, including but not limited to, content, quality, accuracy, completeness,
effectiveness, reliability, fitness for a particular purpose, usefulness, use or results to be obtained from this Data, or that the Data or server will be uninterrupted or error-free. 
 Disclaimer of Warranty: [CLIENT] AND ITS LICENSORS (INCLUDING THEIR LICENSORS AND SUPPLIERS) DISCLAIM ANY WARRANTIES, EXPRESS OR IMPLIED, OF QUALITY, PERFORMANCE, MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE OR NON-INFRINGEMENT. Some States, Territories and Countries do not allow certain warranty exclusions, so to that extent the above exclusion may not apply to you. 
 Disclaimer of Liability: [CLIENT] AND ITS LICENSORS (INCLUDING THEIR LICENSORS AND SUPPLIERS) SHALL NOT BE LIABLE TO YOU: IN RESPECT OF ANY CLAIM, DEMAND OR ACTION, IRRESPECTIVE OF THE NATURE OF THE CAUSE OF
THE CLAIM, DEMAND OR ACTION ALLEGING ANY LOSS, INJURY OR DAMAGES, DIRECT OR INDIRECT, WHICH MAY RESULT FROM THE USE OR POSSESSION OF THE INFORMATION; OR FOR ANY LOSS OF PROFIT, REVENUE, CONTRACTS OR SAVINGS, OR ANY OTHER DIRECT, INDIRECT,
INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF YOUR USE OF OR INABILITY TO USE THIS INFORMATION, ANY DEFECT IN THE INFORMATION, OR THE BREACH OF THESE TERMS OR CONDITIONS, WHETHER IN AN ACTION IN CONTRACT OR TORT OR BASED ON A WARRANTY,
EVEN IF [CLIENT] OR ITS LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Some States, Territories and Countries do not allow certain liability exclusions or damages limitations, so to that extent the above may not apply to you.

 Export Control. You agree not to export from anywhere any part of the Data provided to you or any direct product thereof except in compliance
with, and with all licenses and approvals required under, applicable export laws, rules and regulations. 
 Entire Agreement. These terms and
conditions constitute the entire agreement between [CLIENT] (and its licensors, including their licensors and suppliers) and you pertaining to the subject matter hereof, and supersedes in their entirety any and all written or oral agreements
previously existing between us with respect to such subject matter. 
 Governing Law. The above terms and conditions shall be governed by the laws
of the State of Illinois [insert “Netherlands” where European NAVTEQ Data is used], without giving effect to (i) its conflict of laws provisions, or (ii) the United Nations Convention for Contracts for the International Sale of
Goods, which is explicitly excluded. You agree to submit to the jurisdiction of the State of Illinois [insert “The Netherlands” where European NAVTEQ Data is used] for any and all disputes, claims and actions arising from or in connection
with the Data provided to you hereunder. 
  
 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, [insert
“NAVTEQ Data” or such other name that Client uses specifically to refer to NAVTEQ Data] (hereinafter “Data”) is a “commercial item” as that term is defined at 48 C.F.R.

  


  


			
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 CONFIDENTIAL TREATMENT 
  

 
(“FAR”) 2.101, is licensed in accordance with [insert the name of the terms/conditions in which this notice is included], 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: NAVTEQ
  
 CONTRACTOR (MANUFACTURER/SUPPLIER)
 ADDRESS: 222 Merchandise Mart Plaza, Suite 900, Chicago, Illinois
60654
  
 These [insert “NAVTEQ Data” or
such other name that Client uses specifically to refer to NAVTEQ Data] are commercial items as defined in FAR 2.101 and are subject to [insert the name of the terms/conditions in which this notice is
included] under which this data was provided.
  
 © 2005 NAVTEQ – 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 NAVTEQ prior to seeking additional or alternative rights in the Data. 
  


  


			
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