|
THE DATA PRODUCTS ARE PROVIDED "AS IS" WITHOUT WARRANTY, EXPRESS OR IMPLIED,
<br />INCLUDING WARRANTIES ARISING UNDER STATUTE, WARRANTIES OF MERCHANTABILITY, ACCURACY,
<br />TITLE, NON -INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE OR ANY WARRANTIES ARISING FROM
<br />USAGE OF TRADE, COURSE OF DEALING OR COURSE OF PERFORMANCE. WITHOUT LIMITING THE
<br />GENERALITY OF THE FOREGOING, STREETLIGHT SPECIFICALLY DOES NOT WARRANT THAT THE DATA
<br />PRODUCTS WILL MEET THE REQUIREMENTS OF CUSTOMER OR OTHERS OR THAT THEY WILL BE ACCURATE
<br />OR OPERATE WITHOUT INTERRUPTION OR ERROR. CUSTOMER ACKNOWLEDGES THAT IN ENTERING THIS
<br />AGREEMENT IT HAS NOT RELIED ON ANY PROMISE, WARRANTY OR REPRESENTATION NOT EXPRESSLY SET
<br />FORTH HEREIN OR INCORPORATED INTO THIS AGREEMENT BY REFERENCE.
<br />8. INDEMNIFICATION; LIMITATION OF LIABILITY.
<br />8.1 Indemnification.
<br />(a) Customer hereby agrees to indemnify and defend StreetLight and its directors, officers,
<br />agents and employees, and hold them harmless, against any and all third party claims, suits, actions, loss, damages, liabilities,
<br />costs or expenses (including reasonable attorneys' fees) to the extent arising out of. (i) Customer's non-compliance with all
<br />applicable laws, orthe violation of any applicable law or regulation; (ii) Customer's use of the Data Products; and (iii) Customer's
<br />breach of its confidentiality obligations or any other term of this Agreement.
<br />(b) StreetLight hereby agrees to indemnify and defend Customer and its directors, officers,
<br />agents and employees, and hold them harmless, against any third party claims, suits, actions, loss, damages, liabilities costs or
<br />expenses (including reasonable attorneys' fees) to the extent arising out of (i) StreetLight's infringement of any copyright or
<br />other intellectual property rights of any third party; and (ii) StreetLight's breach of its confidentiality obligations under this
<br />Agreement. If the Data Products, or any portion thereof, becomes subject to any third party suit, claim, action or demand
<br />("Claim") or in StreetLight's reasonablejudgment is likely to become subject to a Claim alleging that it infringes, misappropriates
<br />or violates a third party's intellectual property rights, StreetLight may within a reasonable time, at its sole option and expense,
<br />either: (i) secure for Customer the right to continue the use of such item; (ii) replace such item with a substantially equivalent
<br />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
<br />the Claim. If StreetLight determines, in StreetLight's reasonable discretion, that it is not commercially feasible to either procure
<br />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)
<br />of the immediately preceding sentence, StreetLight may terminate access to the item and StreetLight's sole liability under this
<br />Section shall be to refund Customer all fees and expenses paid by Customer to StreetLight for such item. THIS SECTION 8.1
<br />STATES EACH PARTY'S ENTIRE LIABILITY AND THE OTHER PARTY'S EXCLUSIVE REMEDY FOR THIRD
<br />PARTY INFRINGEMENT CLAIMS AND ACTIONS.
<br />8.2 Process. All of the foregoing indemnity obligations of StreetLight and Customer are conditioned on:
<br />(i) the indemnified party notifying the indemnifying party promptly in writing of any actual or threatened Claim, provided that
<br />failure to give prompt notice shall not relieve the indemnifying party's obligation hereunder unless the indemnifying party's
<br />ability to defend the Claim is prejudiced in a material way; (ii) the indemnified party giving the indemnifying party sole control
<br />of the defense thereof and any related settlement negotiations, and (iii) the indemnified party cooperating and, at the indemnifying
<br />party's request and expense, assisting in such defense.
<br />8.3 Limitation of Liability.
<br />IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR PUNITIVE,
<br />INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES OR EXPENSES ARISING OUT OF THIS
<br />AGREEMENT EVEN IF IT HAS BEEN ADVISED OF THE POSSIBLE EXISTENCE OF SUCH LIABILITY.
<br />EXCEPT FOR CLAIMS RELATING TO A PARTY'S BREACH OF CONFIDENTIALITY
<br />OBLIGATIONS, TO THE EXTENT PERMITTED BY LAW, THE TOTAL, CUMULATIVE LIABILITY OF EACH PARTY
<br />ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER BASED ON CONTRACT, IN TORT OR ANY
<br />OTHER LEGAL OR EQUITABLE THEORY, SHALL BE LIMITED TO THE CONTRACT AMOUNT PAID BY
<br />CUSTOMER TO STREETLIGHT DURING THE PREVIOUS TWELVE (12) MONTHS. THE EXISTENCE OF MORE
<br />THAN ONE CLAIM SHALL NOT ENLARGE THIS LIMIT.
<br />9. TERM AND TERMINATION.
<br />9.1 Term. This Agreement is effective as of the Effective Date and shall continue in full force and effect
<br />for a term of one (I) year. Each Order shall be effective as of the date set forth in the applicable Order and shall continue in full
<br />force and effect until (a) the end date set forth in such Order or, if no end date is specified, then upon the expiration of termination
<br />REV: 11-07-19 PR
<br />ATTY/AGR./StreetLight Data, Inc. (Page 6 of 8)
<br />
|