Laserfiche WebLink
DocuSign Envelope ID: D9F24722-69FE-468B-A657-50FADE24F228 <br />Page 2 of 7 <br /> <br /> <br /> <br /> <br /> <br />services to other parties, commercial timesharing, rental or sharing arrangements, or on a “service bureau” basis; (d) remove any <br />StreetLight titles, trademark symbols, copyright symbols and restrictive legends; (e) bypass or disable any protections that may <br />be put in place to provide security for the Data Products or to protect against unlicensed use of the Data Products; (f) use the <br />Data Products to store, transmit or produce infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit <br />material in violation of third-party privacy rights; (g) introduce into the Data Products, or use the Data Products to transmit, <br />viruses, Trojan horses and other harmful or malicious code; (h) interfere with or disrupt the integrity or performance of the Data <br />Products or third-party data contained therein; or (i) use the Data Products with any products, systems, or applications for or in <br />connection with (1) real time navigation or route guidance, including but not limited to turn-by-turn route guidance that is <br />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 <br />autonomous control of vehicle behavior. <br /> <br />2.5 Reasonable Precautions. Customer shall implement, and shall take measures to maintain, reasonable <br />and appropriate administrative, technical, and physical security safeguards designed to: (i) ensure compliance with the limitations <br />in Section 2.4; (ii) protect against anticipated threats or hazards to the security or integrity of the Data Products; and, (iii) protect <br />against unauthorized access or use of the Data Products. <br /> <br />2.6 No Re-identification. With respect to the use of the Subscribed Output, Customer represents and <br />warrants that: (i) it does not have the ability to use the Subscription and the Subscribed Output to determine the identity of any <br />specific person; (ii) it shall make no attempt to obtain data permitting it to use the Subscription and the Subscribed Output to <br />determine the identity of any person; (iii) it will not accept any information from any third party that permits the use of the <br />Subscribed Output to make such an identification; and (iv) it will make no such identification. <br /> <br />2.7 Excess Use. If Customer exceeds its permitted use of the Subscription, Customer will promptly notify <br />StreetLight and within thirty (30) days thereafter: (i) disable unpermitted or excess use; or (ii) purchase additional subscriptions. <br />StreetLight may review Customer’s use of the Subscription, and Customer shall provide any reasonable assistance, to verify <br />Customer’s compliance with the Agreement. StreetLight may suspend Customer’s use of the Subscription after giving thirty (30) <br />days’ written notice of non-compliance identified in such review, in addition to any other rights or remedies StreetLight may <br />have. <br /> <br />3. EFFORTS AND ADDITIONAL SERVICES. <br /> <br />3.1 Efforts. StreetLight will use commercially reasonable efforts to provide the access and permitted use <br />of the Subscribed Output to Customer as set forth in the applicable Subscription Order. Any addition to the list of Subscribed <br />Output or changes to the access and permitted use of the Subscribed Output will be described in amendments to the Subscription <br />Order, which will be effective when signed by a representative of each party who is authorized to execute contracts. Upon <br />execution by both parties, an amendment to the Subscription Order will become a part of this Agreement. <br /> <br />4. COMPENSATION; PAYMENT TERMS; TAXES. <br /> <br />4.1 Except as expressly set forth in the applicable Order: (a) Subscription fees are invoiced yearly in <br />advance, and (b) Customer shall pay each invoice in full within thirty (30) days after the date of invoice in U.S. dollars. If <br />Customer is delinquent in payment of amounts for the services owed hereunder, StreetLight may give notice to Customer of such <br />delinquency and, in such case, Customer will have thirty (30) days from receipt of StreetLight’s written notice to cure the <br />delinquency. <br /> <br />4.2 Customer will promptly notify StreetLight of any amounts disputed in good faith. The parties will <br />make a good faith attempt to amicably resolve any disputes regarding amounts billed. <br /> <br />4.3 All charges will be exclusive of any taxes and Customer shall be financially responsible for all sales <br />or services taxes that are assessed on the Subscription or the use of the Subscribed Output, excluding any withholding or taxes <br />based upon StreetLight’s income. <br /> <br />5. PROPRIETARY RIGHTS. <br /> <br />5.1 Ownership. As between StreetLight and Customer, all rights, title, and interest in and to all <br />intellectual property rights in StreetLight’s Confidential Information and the Data Products, but not including the Subscribed <br />Output, are owned exclusively by StreetLight. As between StreetLight and Customer, all Subscribed Output (not including any <br />part of StreetLight’s Confidential Information, and Data Products that may be incorporated into such Subscribed Output) shall <br />be deemed owned by Customer but Customer expressly acknowledges that the Subscribed Output may not be unique and may <br />be substantially similar in whole or part to results produced for another StreetLight customer requesting similar analysis and <br />product using similar data sources. StreetLight shall have a royalty-free, worldwide, non-exclusive, transferable, sub-licensable, <br />DocuSign Envelope ID: 34112E56-863A-484B-92EE-0732DC70B0F9