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DocuSign Envelope ID: D9F24722-69FE-468B-A657-50FADE24F228 <br />Page 1 of 7 <br /> <br /> <br /> <br /> <br /> <br />EXHIBIT A <br /> <br />MASTER DATA ACCESS AGREEMENT <br /> <br />This MASTER DATA ACCESS AGREEMENT (this “Agreement”) is made as of the Effective Date in the <br />corresponding Subscription Order, (the “Effective Date”) by and between STREETLIGHT DATA INC., a Delaware corporation, <br />with its principal offices located at 677 Harrison Street, San Francisco, California 94107, (“StreetLight”) and CITY/COUNTY <br />ASSOCIATION OF GOVERNMENTS OF SAN MATEO COUNTY (“C/CAG”), an Joint Powers Agency organized under the laws of <br />California with offices at 555 County Center, 5th Floor, Redwood City, CA 94063, (“Customer”). In connection with this <br />Agreement, Customer has entered into a corresponding Subscription Order for access to the Data Products, the terms of which <br />are incorporated by reference herein. <br /> <br />Background: <br /> <br />WHEREAS, StreetLight owns or has the rights to the Data Products (as defined below) and offers subscription based <br />access to the Data Products; <br /> <br />WHEREAS, Customer desires to obtain a subscription to access and use the Data Products for itself and its member <br />agencies, in accordance with the terms and conditions of this Agreement. <br /> <br />NOW, THEREFORE, in consideration of the promises and covenants made herein and other good and valuable <br />consideration, receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: <br /> <br />Agreement: <br /> <br />1. DEFINITIONS. <br /> <br />1.1 “Data Products” means StreetLight’s proprietary compilations of geospatial materials created from <br />StreetLight’s data analytics technology platform and software (StreetLight Route Science® and StreetLight Insight®) including <br />but not limited to polygons, attributes, latitudes/longitudes, and metrics (which are inherently subjective and may contain errors). <br /> <br />1.2 “Subscribed Output” means the materials generated for Customer as output as specified in a <br />Subscription Order. <br /> <br />1.3 “Subscription” means Customer’s access to StreetLight’s Data Products and the purchase and use of <br />StreetLight’s Subscribed Output under the terms of this Agreement and any applicable Order. <br /> <br />1.4 “Subscription Order” or “Order” means the corresponding ordering document entered into between <br />the parties which specifies the Subscribed Products to be accessed, the scope of access, permitted use, and any special restrictions. <br /> <br />1.5 “User(s)” means a specific individual or individuals (e.g., an employee or named consultant contractor <br />of Customer, or a participating agency, a participating agency employee, or named consultant contractor of a participating <br />agency) designated by Customer and permitted to access the Data Products and receive and use the Subscribed Output on behalf <br />of Customer under a specific Subscription Order. <br /> <br />2. STRUCTURE; ACCESS. <br /> <br />2.1 Scope of Agreement. This Agreement consists of the general terms and conditions set forth in this <br />document and in the Order. The performance of the Order is subject to the general terms and conditions of this Agreement. In <br />the event of any conflict between the general terms and conditions set forth in this Agreement and those in the Order, the terms <br />and conditions in the Order shall control. <br /> <br />2.2 Access. StreetLight grants to Customer, for the subscription term specified in the applicable Order, a <br />non-exclusive license to access the Data Products and purchase the Subscribed Output solely for governmental transportation <br />planning and operational analyses. <br /> <br />2.3 Identification of Users. Customer shall identify the Users to StreetLight and shall supply only Users <br />identified to StreetLight with access to the Data Products and Subscribed Output. Customer shall supply Users access to the Data <br />Products and Subscribed Output only in accordance with the provisions of this Agreement. <br /> <br />2.4 Limitations on Access. Customer shall not: (a) sell, lease or sublease access to the Data Products; (b) <br />copy, decompile, or reverse engineer any portion of the Data Products; (c) use the Data Products to provide third party processing <br />DocuSign Envelope ID: 34112E56-863A-484B-92EE-0732DC70B0F9