HomeMy WebLinkAboutStreeLight Data Inc; 2023-09-11; PSA24-2248TRAN PSA24-2248TRAN
City Attorney Approved Version 5/25/2023
Page 1 of 11
AGREEMENT FOR STREETLIGHT INSIGHT SERVICES
STREELIGHT DATA, INC.
THIS AGREEMENT is made and entered into as of the ______________ day of
___________________, 2023, by and between the City of Carlsbad, California, a municipal corporation
("City") and StreeLight Data, Inc., a Delaware corporation ("Contractor”).
RECITALS
City requires access to a vehicle data analysis software product. Contractor has the product, has
submitted a proposal to City and has affirmed its willingness and ability to supply such product.
NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein,
City and Contractor agree as follows:
1. SCOPE OF WORK
City retains Contractor to provide, those services (the “Subscription Services”) that are defined in Exhibit
“A,” attached and incorporated by this reference in accordance with the terms and conditions set forth in
this Agreement. The Subscription Services will be governed by the terms of the Master Data Access
Agreement attached and incorporated by this reference as Exhibit “B.” In the event of conflict, between
the terms of this Agreement and Exhibit “B”, the terms of the Agreement will govern.
2. TERM
This Agreement will be effective for a period of one (1) year from the date first above written.
3. COMPENSATION
The total fee payable for the Subscription Services to be performed will be six thousand three hundred
thirty ($6,330) dollars. No other compensation for the Subscription Services will be allowed except for
items covered by subsequent amendments to this Agreement.
4. [INTETIONALLY OMITTED]
5. STATUS OF CONTRACTOR
Contractor will perform the Subscription Services as an independent contractor and in pursuit of
Contractor’s independent calling, and not as an employee of City. Contractor will be under the control of
City only as to the results to be accomplished.
6. INDEMNIFICATION
Contractor agrees to indemnify and hold harmless the City and its officers, officials, employees and
volunteers from and against all claims, damages, losses and expenses including attorneys fees arising out
of the performance of the work described herein caused by any negligence, recklessness, or willful
misconduct of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them
or anyone for whose acts any of them may be liable.
The parties expressly agree that any payment, attorney’s fee, costs or expense City incurs or makes to or
on behalf of an injured employee under the City’s self-administered workers’ compensation is included as
DocuSign Envelope ID: 91CD0A5A-D948-44C4-9E9C-00F36D552582
11th
September
PSA24-2248TRAN
City Attorney Approved Version 5/25/2023
Page 2 of 11
a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or
early termination of this Agreement.
7. INSURANCE
Contractor will obtain and maintain policies of commercial general liability insurance, automobile liability
insurance, a combined policy of workers' compensation, employers liability insurance, and professional
liability insurance from an insurance company authorized to transact the business of insurance in the State
of California which has a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer
on the State of California’s List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best’s
Key Rating Guide of at least “A:X”; OR an alien non-admitted insurer listed by the National Association of
Insurance Commissioners (NAIC) latest quarterly listings report, in an amount of not less than one million
dollars ($1,000,000) each, unless otherwise authorized and approved by the Risk Manager or the City
Manager. Contractor will obtain occurrence coverage, excluding Professional Liability, which will be
written as claims-made coverage. The insurance will be in force during the life of this Agreement and will
not be canceled without thirty (30) days prior written notice to the City by certified mail. City will be
named as an additional insured on General Liability which shall provide primary coverage to the City. The
full limits available to the named insured shall also be available and applicable to the City as an additional
insured. Contractor will furnish certificates of insurance to the Contract Department, with endorsements
to City prior to City’s execution of this Agreement.
8. NOTICES
The name of the persons who are authorized to give written notice or to receive written notice on behalf
of City and on behalf of Contractor under this Agreement.
For City
For Contractor
Name Nestor Mangohig Name Aaron Moser
Title Senior Engineer Title CFO
Department Public Works Address 4 Embarcadero Ctr. Suite 3800
City of Carlsbad San Francisco, CA 94105
Address 1635 Faraday Ave. Phone No. 240-672-6827
Carlsbad, CA 92008 Email legal@streetlightdata.com
Phone No. 442-339-2504
Each party will notify the other immediately of any changes of address that would require any notice or
delivery to be directed to another address.
9. CONFLICT OF INTEREST
Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the
requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or
interests as required in the City of Carlsbad Conflict of Interest Code.
Yes ☐ No ☒
DocuSign Envelope ID: 91CD0A5A-D948-44C4-9E9C-00F36D552582
PSA24-2248TRAN
City Attorney Approved Version 5/25/2023
Page 3 of 11
10. COMPLIANCE WITH LAWS
Contractor will comply with all applicable local, state and federal laws and regulations prohibiting
discrimination and harassment and will obtain and maintain a City of Carlsbad Business License for the
term of this Agreement.
11. TERMINATION
A default will occur if: (1) a party fails to perform any of its material obligations under the Agreement and
such failure remains uncured for 30 days after receipt of written notice thereof, except for non-payment;
or (2) an error in the Subscription Services that prevents use of the Subscription Services in a material
aspect and such failure remains uncured for 60 days after receipt of written notice from the City; or (3) a
party ceases to conduct business, becomes or is declared insolvent or bankrupt, is the subject of any
proceeding relating to its liquidation or insolvency which is not dismissed within 90 days or makes an
assignment for the benefit of creditors (“Default”). If Default occurs, the non-defaulting party, in addition
to any other rights available to it under law or equity, may withhold its performance hereunder or may
terminate the Agreement by written notice to the defaulting party.
City may terminate this Agreement by tendering thirty (30) days written notice to Contractor. If City
terminates this Agreement other than for Default, Contractor will not refund City any prepaid fees for the
then current term.
12. CLAIMS AND LAWSUITS
By signing this Agreement, Contractor agrees it may be subject to civil penalties for the filing of false claims
as set forth in the California False Claims Act, Government Code sections 12650, et seq., and Carlsbad
Municipal Code Sections 3.32.025, et seq. Contractor further acknowledges that debarment by another
jurisdiction is grounds for the City of Carlsbad to terminate this Agreement.
13. JURISDICTIONS AND VENUE
Contractor agrees and stipulates that the proper venue and jurisdiction for resolution of any disputes
between the parties arising out of this Agreement is the State Superior Court, San Diego County, California.
14. ASSIGNMENT
Contractor may assign neither this Agreement nor any part of it, nor any monies due or to become due
under it, without the prior written consent of City.
15. AMENDMENTS
This Agreement may be amended by mutual consent of City and Contractor. Any amendment will be in
writing, signed by both parties, with a statement of estimated changes in charges or time schedule.
16. AUTHORITY
The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor
each represent and warrant that they have the legal power, right and actual authority to bind Contractor
to the terms and conditions of this Agreement.
[signatures on following page]
DocuSign Envelope ID: 91CD0A5A-D948-44C4-9E9C-00F36D552582
PSA24-2248TRAN
City Attorney Approved Version 5/25/2023
Page 4 of 11
CONTRACTOR
STREELIGHT DATA, INC.,
a Delaware corporation
CITY OF CARLSBAD, a municipal corporation of
the State of California
By: By:
(sign here) Paz Gomez, Deputy City Manager, Public
Works, as authorized by the City Manager
Aaron Moser, Vice President
(print name/title)
By:
(sign here)
Jason Adkisson, Assistant Secretary
(print name/title)
If required by City, proper notarial acknowledgment of execution by contractor must be attached. If a
corporation, Agreement must be signed by one corporate officer from each of the following two groups:
Group A. Group B.
Chairman, Secretary,
President, or Assistant Secretary,
Vice-President CFO or Assistant Treasurer
Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under
corporate seal empowering the officer(s) signing to bind the corporation.
APPROVED AS TO FORM:
CINDIE K. McMAHON, City Attorney
By:
Deputy City Attorney
DocuSign Envelope ID: 91CD0A5A-D948-44C4-9E9C-00F36D552582
A-..rTIII fA.oJer
PSA24-2248TRAN
Page 5 of 11
EXHIBIT “A”
SCOPE OF SUBSCRIPTION SERVICES
Subscription Services
Enterprise Subscription Package Modes Metrics TAZs TOTAL
✓ Solution Package All Vehicles/Car Segment Analysis 29 $6,330.00
Product Special Terms
Up to 10 Users of City (also “Customer”), including Customer’s named consultants, may run an unlimited
number of analyses within a specified area of the United States, provided that the analyses is not run in
more TAZs than is identified in the Subscription Services section above. Contractor (also “StreetLight”)
acknowledges that the Subscribed Output from a specific analysis will be used for governmental
transportation research and operational analyses.
Customer Input Files
Customer will provide input Zones containing the boundaries of the Zones and directionality designation (if
necessary) either via spatial files or via the StreetLight InSight® Web Application. A Zone can be a road
segment, a TAZ or any other geospatial shape as defined by Customer. StreetLight may modify Zones to
improve Metric results.
Delivery
Delivery via StreetLight InSight® Web Application.
Total includes fees, expenses and all other costs.
DocuSign Envelope ID: 91CD0A5A-D948-44C4-9E9C-00F36D552582
PSA24-2248TRAN
Page 6 of 11
EXHIBIT “B”
MASTER DATA ACCESS AGREEMENT
This MASTER DATA ACCESS AGREEMENT (this “Access Agreement”) is made as of the Effective Date in
the corresponding Subscription Order, (the “Effective Date”) by and between STREETLIGHT DATA INC., a Delaware
corporation, with its principal offices located at 4 Embarcadero Center, Suite 3800, San Francisco, CA 94105
(“StreetLight”) and CUSTOMER, an charter city organized under the laws of State of California with offices at 1200
Carlsbad Village Drive, Carlsbad, CA, 92008 (“Customer”). In connection with this Agreement, Customer has entered
into a corresponding Subscription Order for access to the Data Products, the terms of which are incorporated by
reference herein.
Background:
WHEREAS, StreetLight owns or has the rights to the Data Products (as defined below) and offers
subscription based access to the Data Products;
WHEREAS, Customer desires to obtain a subscription to access and use the Data Products in accordance
with the terms and conditions of this Access Agreement.
NOW, THEREFORE, in consideration of the promises and covenants made herein and other good and
valuable consideration, receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:
Agreement:
1. DEFINITIONS.
1.1 “Data Products” means StreetLight’s proprietary compilations of geospatial materials
created from StreetLight’s data analytics technology platform and software (StreetLight Route Science® and
StreetLight Insight®) including but not limited to polygons, attributes, latitudes/longitudes, and metrics (which are
inherently subjective and may contain errors).
1.2 “Subscribed Output” means the materials generated for Customer as output as specified in
a Subscription Order.
1.3 “Subscription” means Customer’s access to StreetLight’s Data Products and the use of
StreetLight’s Subscribed Output under the terms of this Access Agreement and any applicable Order.
1.4 “Subscription Order” or “Order” means the corresponding ordering document entered into
between the parties which specifies the Subscribed Products to be accessed, the scope of access, permitted use,
and any special restrictions.
1.5 “User(s)” means a specific individual or individuals (e.g., an employee or named consultant
contractor of Customer) designated by Customer and permitted to access the Data Products and receive and use
the Subscribed Output on behalf of Customer under a specific Subscription Order.
2. STRUCTURE; ACCESS.
2.1 Scope of Agreement. This Access Agreement consists of the general terms and conditions
set forth in this document, in the Order, and the Agreement. The performance of the Order is subject to the general
terms and conditions of this Access Agreement. In the event of any conflict between the general terms and conditions
set forth in this Access Agreement and those in the Order, the terms and conditions in the Order shall control.
2.2 Access. StreetLight grants to Customer, for the subscription term specified in the applicable
Order, a non-exclusive license to access and use the Data Products and Subscribed Output solely for governmental
transportation planning and operational analyses.
2.3 Identification of Users. Customer shall identify the Users to StreetLight and shall supply only
Users identified to StreetLight with access to the Data Products and Subscribed Output. Customer shall supply Users
access to the Data Products and Subscribed Output only in accordance with the provisions of this Access Agreement.
StreetLight acknowledges that Customer may deliver the Subscribed Output to named consultants who are
performing subcontracting services in support of a specific Subscription Order. Customer shall be responsible for
ensuring that Users access the Subscribed Output and Data Products only in accordance with the provisions of this
Access Agreement.
DocuSign Envelope ID: 91CD0A5A-D948-44C4-9E9C-00F36D552582
PSA24-2248TRAN
Page 7 of 11
2.4 Limitations on Access. Customer shall not: (a) sell, lease or sublease access to the Data
Products; (b) copy, decompile, or reverse engineer any portion of the Data Products; (c) use the Data Products to
provide third party processing services to other parties, commercial timesharing, rental or sharing arrangements, or
on a “service bureau” basis; (d) remove any StreetLight titles, trademark symbols, copyright symbols and restrictive
legends; (e) bypass or disable any protections that may be put in place to provide security for the Data Products or
to protect against unlicensed use of the Data Products; (f) use the Data Products to store, transmit or produce
infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party
privacy rights; (g) introduce into the Data Products, or use the Data Products to transmit, viruses, Trojan horses and
other harmful or malicious code; (h) interfere with or disrupt the integrity or performance of the Data Products or third-
party data contained therein; or (i) use the Data Products with any products, systems, or applications for or in
connection with (1) real time navigation or route guidance, including but not limited to turn-by-turn route guidance
that is synchronized to the position of a User's or a third party’s sensor-enabled device; or (2) any systems or functions
for automatic or autonomous control of vehicle behavior.
2.5 Reasonable Precautions. Customer shall implement, and shall take measures to maintain,
reasonable and appropriate administrative, technical, and physical security safeguards designed to: (i) ensure
compliance with the limitations in Section 2.4; (ii) protect against anticipated threats or hazards to the security or
integrity of the Data Products; and, (iii) protect against unauthorized access or use of the Data Products.
2.6 No Re-identification. With respect to the use of the Subscribed Output, Customer represents
and warrants that: (i) it does not have the ability to use the Subscription and the Subscribed Output to determine the
identity of any specific person; (ii) it shall make no attempt to obtain data permitting it to use the Subscription and the
Subscribed Output to determine the identity of any person; (iii) it will not accept any information from any third party
that permits the use of the Subscribed Output to make such an identification; and (iv) it will make no such
identification.
2.7 Excess Use. If Customer exceeds its permitted use of the Subscription, Customer will
promptly notify StreetLight and within thirty (30) days thereafter: (i) disable unpermitted or excess use; or (ii) purchase
additional subscriptions. StreetLight may review Customer’s use of the Subscription, and Customer shall provide
reasonable assistance, to verify Customer’s compliance with the Access Agreement. StreetLight may suspend
Customer’s use of the Subscription after giving thirty (30) days’ written notice of non-compliance identified in such
review and an opportunity to cure the non-compliance, in addition to any other rights or remedies StreetLight may
have.
3. EFFORTS AND ADDITIONAL SERVICES.
3.1 Efforts. StreetLight will use commercially reasonable efforts to provide the access and
permitted use of the Subscribed Output to Customer as set forth in the applicable Subscription Order. Any addition
to the list of Subscribed Output or changes to the access and permitted use of the Subscribed Output will be described
in amendments to the Subscription Order, which will be effective when signed by a representative of each party who
is authorized to execute contracts. Upon execution by both parties, an amendment to the Subscription Order will
become a part of this Access Agreement.
4. COMPENSATION; PAYMENT TERMS; TAXES.
4.1 Except as expressly set forth in the applicable Order: (a) Subscription fees are invoiced
yearly in advance, and (b) Customer shall pay each invoice in full within thirty (30) days after the date of invoice in
U.S. dollars. If Customer is delinquent in payment of amounts for the services owed hereunder, StreetLight may give
notice to Customer of such delinquency and, in such case, Customer will have thirty (30) days from receipt of
StreetLight’s written notice to cure the delinquency.
4.2 StreetLight will be entitled to late-payment fees on undisputed amounts due if payments are
not received within sixty (60) days after the due date. Late payment fees are defined as the lesser of one and a half
percent (1.5%) of the amount due, compounded each subsequent thirty (30) day period that invoices remain unpaid,
or the maximum amount permitted by law. Customer will promptly notify StreetLight of any amounts disputed in good
faith. The parties will make a good faith attempt to amicably resolve any disputes regarding amounts billed.
4.3 All charges will be exclusive of any taxes and Customer shall be financially responsible for
all sales or services taxes that are assessed on the Subscription or the use of the Subscribed Output, excluding any
withholding or taxes based upon StreetLight’s income.
5. PROPRIETARY RIGHTS.
DocuSign Envelope ID: 91CD0A5A-D948-44C4-9E9C-00F36D552582
PSA24-2248TRAN
Page 8 of 11
5.1 Ownership. As between StreetLight and Customer, all rights, title, and interest in and to all
intellectual property rights in StreetLight’s Confidential Information, the Data Products, and the Subscribed Output,
are owned exclusively by StreetLight. StreetLight shall have a royalty-free, worldwide, non-exclusive, transferable,
sub-licensable, irrevocable, perpetual right to make, use, sell, offer for sale, import, or otherwise incorporate into the
Data Products, any suggestions, enhancements, recommendations or other feedback provided by Customer.
5.2 No Implied License. Except for the limited license set forth in Section 2.2, StreetLight
reserves all rights in the Data Products and Subscribed Output and any related StreetLight Confidential Information
or intellectual property.
6. CONFIDENTIALITY.
6.1 Definition.
(a) “Confidential Information” means the proprietary information, technical data, trade
secrets or know-how, including, but not limited to, ideas, works of authorship, research, product plans, products,
services, customers, customer lists, markets, software, developments, inventions, processes, formulas, technology,
designs, drawings, engineering, hardware configuration information, marketing, finances or other business
information disclosed by a party or a party’s affiliate (collectively, the “Disclosing Party”) either directly or indirectly in
writing, orally or by drawings or inspection of parts or equipment to the other party (the “Receiving Party”).
(b) Notwithstanding anything to the contrary herein, any data relating to Customer
operations which is provided by Customer, will be deemed to be Confidential Information.
(c) Confidential Information does not include information which (i) has become publicly
known and made generally available through no wrongful act of the Receiving Party, (ii) has been rightfully received
by the Receiving Party from a third party who is authorized to make such disclosure, (iii) was developed independently
without the use of any Confidential Information, or (iv) was already in the Receiving Party’s possession at the time of
disclosure from a source other than the Disclosing Party and without any obligation of confidentiality.
(d) Streetlight acknowledges and agrees that Customer is a California public agency
subject to the requirements of the California Public Records Act (CA Government Code § 6250 et seq.) and the
California Civil Discovery Act (California Code of Civil Procedure § 2016.010 et seq.) (collectively the “Disclosure
Acts”).
6.2 Non-Disclosure. Confidential Information may be used by the Receiving Party solely for the
purpose for which it is disclosed to the Receiving Party, and as permitted under this Access Agreement, and may not
be used for any other purpose. StreetLight shall hold all data and information input by Customer or provided to
StreetLight by Customer in Customer’s use of the Data Products to which StreetLight has access in confidence
without limitation and may not use or disclose any of it without Customer’s written consent. During the term of this
Access Agreement and for a period of five (5) years following the date of termination or expiration of this Access
Agreement, the Receiving Party shall hold the Confidential Information in confidence and may not use or disclose the
Confidential Information, except as expressly permitted herein, without the prior written consent of the Disclosing
Party, which consent may not be unreasonably withheld. The Receiving Party shall take all reasonable measures to
protect the Confidential Information of the Disclosing Party from becoming known to the public or falling into the
possession of persons other than those Representatives authorized to have any such Confidential Information, which
measures shall include the same degree of care that the Receiving Party uses to protect its own information of a
similar nature, but in no event less than a reasonable degree of care. The Receiving Party may only disclose the
Confidential Information to its Representatives who have a legitimate “need to know,” have been advised of the
obligations of confidentiality under this Access Agreement and are bound in writing to obligations of confidentiality to
Receiving Party no less stringent than those set out in this Access Agreement, subject to the requirements of the
Disclosure Laws. For purpose of this Section 6, “Representative” means, with respect to the Receiving Party, its
affiliates and its and their officers, directors, stockholders, members, partners, employees, financial and other
advisors, attorneys, accountants, consultants and agents.
6.3 Required Disclosure. Nothing in this Access Agreement will prohibit the Receiving Party from
disclosing Confidential Information of the Disclosing Party if legally required to do so by law, by judicial or
governmental order or in a judicial or governmental proceeding (“Required Disclosure”); provided that Receiving Party
shall: (a) where permitted, give the Disclosing Party reasonable notice of such Required Disclosure prior to disclosure;
(b) cooperate with the Disclosing Party in the event that it elects to contest such disclosure or seek a protective order
with respect thereto; and (c) in any event only disclose the exact Confidential Information, or portion thereof,
specifically requested by the Required Disclosure.
DocuSign Envelope ID: 91CD0A5A-D948-44C4-9E9C-00F36D552582
PSA24-2248TRAN
Page 9 of 11
6.4 Equitable Relief. In the event of a breach or threatened breach of the foregoing confidentiality
obligations by one Party, the other shall suffer immediate and irreparable harm for which, money damages shall be
impossible to calculate and be inadequate compensation. Accordingly, either party shall be entitled to seek an
injunction, restraining order or other equitable relief to enforce compliance with the provisions hereof; provided,
however, that no specification herein of any particular legal or equitable remedy shall be deemed or construed to
prohibit either party from seeking or obtaining any other remedy under this Access Agreement, at law or in equity.
7. NO WARRANTIES.
THE DATA PRODUCTS ARE PROVIDED “AS IS” WITHOUT WARRANTY, EXPRESS OR
IMPLIED, INCLUDING WARRANTIES ARISING UNDER STATUTE, WARRANTIES OF MERCHANTABILITY,
ACCURACY, TITLE, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE OR ANY
WARRANTIES ARISING FROM USAGE OF TRADE, COURSE OF DEALING OR COURSE OF PERFORMANCE.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, STREETLIGHT SPECIFICALLY DOES NOT
WARRANT THAT THE DATA PRODUCTS WILL MEET THE REQUIREMENTS OF CUSTOMER OR OTHERS OR
THAT THEY WILL BE ACCURATE OR OPERATE WITHOUT INTERRUPTION OR ERROR. CUSTOMER
ACKNOWLEDGES THAT IN ENTERING THIS ACCESS AGREEMENT IT HAS NOT RELIED ON ANY PROMISE,
WARRANTY OR REPRESENTATION NOT EXPRESSLY SET FORTH HEREIN OR INCORPORATED INTO THIS
AGREEMENT BY REFERENCE.
8. INDEMNIFICATION; LIMITATION OF LIABILITY.
8.1 Indemnification.
(a) To the extent permitted by law, Customer hereby agrees to indemnify and defend
StreetLight and its directors, officers, agents and employees, and hold them harmless, against any and all third party
claims, suits, actions, loss, damages, liabilities, costs or expenses (including reasonable attorneys’ fees) to the extent
arising out of: (i) Customer’s non-compliance with all applicable laws, or the violation of any applicable law or
regulation; and (ii) Customer’s breach of its confidentiality obligations or any other term of this Access Agreement.
(b) StreetLight hereby agrees to indemnify and defend Customer and its directors,
officers, agents and employees, and hold them harmless, against any third party claims, suits, actions, loss, damages,
liabilities costs or expenses (including reasonable attorneys’ fees) to the extent arising out of: (i) StreetLight’s
infringement of any copyright or other intellectual property rights of any third party; and (ii) StreetLight’s breach of its
confidentiality obligations under this Access Agreement. If the Data Products, or any portion thereof, becomes subject
to any third party suit, claim, action or demand (“Claim”) or in StreetLight’s reasonable judgment is likely to become
subject to a Claim alleging that it infringes, misappropriates or violates a third party’s intellectual property rights,
StreetLight may within a reasonable time, at its sole option and expense, either: (i) secure for Customer the right to
continue the use of such item; (ii) replace such item with a substantially equivalent item not subject to any such Claim;
(iii) modify such item so that it becomes no longer subject to any such Claim; or (iv) contest the Claim. If StreetLight
determines, in StreetLight’s reasonable discretion, that it is not commercially feasible to either procure the right to
continued use of the applicable item or to replace or modify the applicable item as provided in clauses (i), (ii) or (iii)
of the immediately preceding sentence, StreetLight may terminate access to the item and StreetLight’s sole liability
under this Section shall be to refund Customer all fees and expenses paid by Customer to StreetLight for such item.
THIS SECTION 8.1 STATES EACH PARTY’S ENTIRE LIABILITY AND THE OTHER PARTY’S EXCLUSIVE
REMEDY FOR THIRD PARTY INFRINGEMENT CLAIMS AND ACTIONS.
8.2 Process. All of the foregoing indemnity obligations of StreetLight and Customer are
conditioned on: (i) the indemnified party notifying the indemnifying party promptly in writing of any actual or threatened
Claim, provided that failure to give prompt notice shall not relieve the indemnifying party’s obligation hereunder unless
the indemnifying party’s ability to defend the Claim is prejudiced in a material way; (ii) the indemnified party giving
the indemnifying party sole control of the defense thereof and any related settlement negotiations, and (iii) the
indemnified party cooperating and, at the indemnifying party’s request and expense, assisting in such defense.
8.3 Limitation of Liability.
IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR
PUNITIVE, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES OR EXPENSES ARISING OUT
OF THIS ACCESS AGREEMENT EVEN IF IT HAS BEEN ADVISED OF THE POSSIBLE EXISTENCE OF SUCH
LIABILITY.
TO THE EXTENT PERMITTED BY LAW, THE TOTAL, CUMULATIVE LIABILITY OF
STREETLIGHT ARISING OUT OF OR RELATED TO THIS ACCESS AGREEMENT, WHETHER BASED ON
DocuSign Envelope ID: 91CD0A5A-D948-44C4-9E9C-00F36D552582
PSA24-2248TRAN
Page 10 of 11
CONTRACT, IN TORT OR ANY OTHER LEGAL OR EQUITABLE THEORY, SHALL BE LIMITED TO TWICE THE
CONTRACT AMOUNT PAID BY CUSTOMER TO STREETLIGHT DURING THE PREVIOUS TWELVE (12)
MONTHS. THE EXISTENCE OF MORE THAN ONE CLAIM SHALL NOT ENLARGE THIS LIMIT. THIS LIMIT DOES
NOT APPLY TO CLAIMS RELATING TO A PARTY’S BREACH OF CONFIDENTIALTIY OBLIGATIONS.
9. TERMINATION.
9.1 Termination.
(a) If any breach of this Agreement or of a Subscription Order occurs, and such breach
is not cured within thirty (30) days after written notice from the non-defaulting party, the non-breaching party shall
have the right to terminate this Agreement or the affected Subscription Order by giving written notice of termination
to the breaching party, which termination shall be effective thirty (30) days after receipt of such written notice of
termination.
(b) Without limiting the general application of Section 9.2(a), if StreetLight reasonably
believes that Customer is violating or has violated Sections 2.3, 2.5 or 2.6 in any material way, StreetLight may
suspend Customer access to the Data Products immediately upon notice to Customer. If after good-faith discussion
with Customer, StreetLight believes in its sole discretion that Customer is violating or has violated Sections 2.3, 2.5,
or 2.6 in any material way, StreetLight may terminate this Agreement or any Order immediately upon notice to
Customer.
9.2 Effect of Termination.
(a) Upon expiration or other termination of the Agreement or any Subscription Order for
any reason, Customer shall stop using, and StreetLight shall stop providing the Subscribed Output or access to the
Data Products, as the case may be. If the Agreement or a Subscription Order is terminated by Customer due to
StreetLight’s breach, then StreetLight shall refund to Customer, within thirty (30) days after the effective date of
termination, all prepaid fees for the remaining portion of any terminated Subscriptions. If the Agreement or a
Subscription Order is terminated by StreetLight due to Customer’s breach, then Customer shall pay to StreetLight,
within thirty (30) days after the effective date of termination, any unpaid fees for the terminated Subscription Order
that would have been payable for the remainder of the Subscription Term after the effective date of termination.
(b) Any and all rates, fees and charges set forth in an Order shall be firm and binding
for the Order term. In the event this Agreement expires or is terminated by Customer as permitted by Section 9.2, all
of the Orders then in effect shall also terminate unless Customer expressly requests otherwise. In the event that
Customer requests that one or more Orders not terminate as set forth in the preceding sentence, then the terms and
conditions of this Agreement shall continue in full force and effect, and shall continue to apply, with respect to such
Orders for the respective Subscription terms.
(c) Upon the expiration or termination of this Agreement for any reason, Sections 2.2-
2.6, 5, 6, 7, 8, 9.3 and Section 10 of this Agreement, together with any other provision required for their construction
or enforcement, shall survive termination of this Agreement for any reason.
10. MISCELLANEOUS.
10.1 This Access Agreement will be governed by the laws of the State of California, without
regard to the principles of conflicts of laws thereof.
10.2 This Access Agreement does not create a joint venture, partnership, employment
relationship or other agency relationship between the parties.
10.3 StreetLight may refer to Customer in its marketing materials and on its website as a customer
or client, provided that StreetLight does not disclose the nature of the services or products provided to Customer in
a manner which identifies Customer, without Customer consent.
10.4 Any failure or delay on the part of either party in the exercise of any right or privilege
hereunder shall not operate as a waiver thereof, nor shall any single or partial exercise of any such right or privilege
preclude other or further exercise thereof or of any other right or privilege. All waivers and consents, if any, given
hereunder shall be in writing.
10.5 Neither party shall assign this Access Agreement nor any of its rights, interests, privileges,
licenses or obligations hereunder without the other party’s prior written permission; notwithstanding the foregoing
either party may assign its rights hereunder to any successor in interest to all or substantially all of such party’s assets
DocuSign Envelope ID: 91CD0A5A-D948-44C4-9E9C-00F36D552582
PSA24-2248TRAN
Page 11 of 11
to which this Access Agreement pertains.
10.6 The headings in this Access Agreement are inserted for convenience of reference only, and
are not intended to be a part of, or to affect the meaning or interpretation of, this Access Agreement.
10.7 In the event that any provision of this Access Agreement is found to be invalid, voidable or
unenforceable by any court of law with competent jurisdiction, the parties agree that unless it materially affects the
entire intent and purpose of this Access Agreement, such invalidity, voidability or unenforceability shall not affect
either the validity of this Access Agreement or the remaining provisions herein, and the provision in question shall be
deemed to be replaced with a valid and enforceable provision most closely reflecting the intent and purpose of the
original provision.
10.8 Any rights and obligations which by their nature survive and continue after the end of this
Access Agreement shall survive and continue and shall bind the parties and their successors and assigns, until such
obligations are fulfilled.
10.9 This Access Agreement may be signed in one or more counterparts, each of which will be
considered an original, but all of which together form one and the same instrument. Once signed, both parties agree
any reproduction of this Access Agreement made by reliable means (for example, photocopy or facsimile) shall be
considered an original unless prohibited by law.
10.10 This Access Agreement and any Orders constitute the entire agreement between the parties
with respect to the subject matter hereof, and supersedes and replaces all prior or contemporaneous understandings
or agreements, written or oral, regarding such subject matter.
10.11 Unless otherwise provided in this Access Agreement, all notices, requests, consents and
other communications required or permitted under this Access Agreement will be in writing and will be sent to each
party at the address set out in the preamble of this Access Agreement or any address later provided by such party.
All notices will be sent by registered or certified mail, reputable overnight courier or by e-mail or fax with receipt
confirmation. All notices sent by registered or certified mail will be deemed effective on the fifth day after deposit in
the mail. All notices sent by overnight carrier or by fax will be deemed effective the day after deposit or transmission,
as applicable.
10.12 Pursuant to the Electronic Signatures in Global and National Commerce Act and the Uniform
Electronic Transaction Act, both parties agree to accept a digital signature as a valid replacement of an ink and paper
signature for this Access Agreement.
CUSTOMER ACKNOWLEDGES THAT IT HAS READ THIS ACCESS AGREEMENT, UNDERSTANDS IT, AND
AGREES TO BE LEGALLY BOUND BY IT.
DocuSign Envelope ID: 91CD0A5A-D948-44C4-9E9C-00F36D552582
DocuSign Envelope ID: 91CD0A5A-D948-44C4-9E9C-00F36D552582
ACORD® I ~
~
I
f--□ □
f--
f--
Fl □ □
f--
f--~
f--f--
f--f--
f--H
I I
I I I
□
I
DocuSign Envelope ID: 91CD0A5A-D948-44C4-9E9C-00F36D552582