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DocuSign Envelope ID: D9F24722-69FE-468B-A657-50FADE24F228
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<br />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.
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<br />8. INDEMNIFICATION; LIMITATION OF LIABILITY.
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<br />8.1 Indemnification.
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<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 to the extent arising out of: (i) Customer’s non-compliance with all applicable laws, or the violation of any
<br />applicable law or regulation; (ii) Customer’s non-authorized use of the Data Products; and (iii) Customer’s breach of its
<br />confidentiality obligations or any other term of this Agreement.
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<br />(b) StreetLight hereby agrees to indemnify and defend Customer and Users and their directors,
<br />officers, agents and employees, and hold them harmless, against any third party claims, suits, actions, loss, damages, liabilities
<br />costs or expenses to the extent arising out of: (i) StreetLight’s infringement of any copyright or other intellectual property rights
<br />of any third party; and (ii) StreetLight’s breach of its confidentiality obligations under this Agreement; and (iii) StreetLight’s
<br />provision of the Data Products violating any applicable privacy laws.. If the Data Products, or any portion thereof, becomes
<br />subject to any third party suit, claim, action or demand (“Claim”) or in StreetLight’s reasonable judgment is likely to become
<br />subject to a Claim alleging that it infringes, misappropriates or violates a third party’s intellectual property rights, StreetLight
<br />may within a reasonable time, at its sole option and expense, either: (i) secure for Customer the right to continue the use of such
<br />item; (ii) replace such item with a substantially equivalent item not subject to any such Claim; (iii) modify such item so that it
<br />becomes no longer subject to any such Claim; or (iv) contest the Claim. If StreetLight determines, in StreetLight’s reasonable
<br />discretion, that it is not commercially feasible to either procure the right to continued use of the applicable item or to replace or
<br />modify the applicable item as provided in clauses (i), (ii) or (iii) of the immediately preceding sentence, StreetLight may terminate
<br />access to the item. StreetLight shall not have any liability under this Section 8.1(b) for any infringement or violation to the extent
<br />that it arises out of the use of the Data Products outside the scope of rights granted under this Agreement, or the use of the Data
<br />Products in combination with other software or data provided that the Data Products are not the cause of the Claim. THIS
<br />SECTION 8.1 STATES EACH PARTY’S ENTIRE LIABILITY AND THE OTHER PARTY’S EXCLUSIVE REMEDY FOR
<br />THIRD PARTY INFRINGEMENT CLAIMS AND ACTIONS.
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<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.
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<br />8.3 Limitation of Liability.
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<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.
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<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 CUSTOMER
<br />OR USER ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER BASED ON CONTRACT, IN TORT OR
<br />ANY 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.
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<br />9. TERM AND TERMINATION.
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<br />9.1 Term. This Agreement is effective as of the Effective Date and shall continue in full force and effect
<br />DocuSign Envelope ID: 34112E56-863A-484B-92EE-0732DC70B0F9
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