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DocuSign Envelope ID: D9F24722-69FE-468B-A657-50FADE24F228
<br />Page 5 of 7
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<br />for a term of one (1) year following the Access Date. Each Order shall be effective as of the date set forth in the applicable Order
<br />and shall continue in full force and effect until (a) the end date set forth in such Order or, if no end date is specified, then upon
<br />the expiration of termination of this Agreement; or (b) termination in accordance with the terms of this Agreement or the
<br />applicable Order.
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<br />9.2 Termination.
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<br />(a) If any breach of this Agreement or of a Subscription Order occurs, and such breach is not
<br />cured within thirty (30) days after written notice from the non-defaulting party, the non-breaching party shall have the right to
<br />terminate this Agreement or the affected Subscription Order by giving written notice of termination to the breaching party, which
<br />termination shall be effective thirty (30) days after receipt of such written notice of termination.
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<br />(b) Without limiting the general application of Section 9.2(a), if StreetLight reasonably believes
<br />that Customer is violating or has violated Sections 2.3, 2.5 or 2.6 in any material way, StreetLight may suspend Customer access
<br />to the Data Products immediately upon written notice to Customer. If after good-faith discussion with Customer, StreetLight
<br />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
<br />may terminate this Agreement or any Order immediately upon written notice to Customer.
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<br />(c) Customer may terminate this Agreement or any Subscription Order immediately upon notice
<br />to StreetLight if StreetLight becomes insolvent, is dissolved or liquidated, has a petition in bankruptcy, reorganization, dissolution
<br />or liquidation, or similar action filed by or against it, is adjudicated a bankrupt, has a receiver appointed for its business, or makes
<br />an assignment for the benefit of creditors.
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<br />(d) Customer may terminate the Order and Agreement at any time prior to the earlier of: (a)
<br />forty-five (45) days following the Effective Date; or (b) the Access Date, for any reason in Customer’s sole discretion and without
<br />any penalty, fee, or payment that may otherwise be due under this Order or the Agreement. Customer must provide such notice
<br />in writing within the time period set forth above. In the event of such termination, Customer will have no additional obligations,
<br />commitments, or duties under this Order or the Agreement.
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<br />9.3 Effect of Termination.
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<br />(a) Upon expiration or other termination of the Agreement or any Subscription Order for any
<br />reason, Customer shall stop using, and StreetLight shall stop providing the Subscribed Output or access to the Data Products, as
<br />the case may be. If the Agreement or a Subscription Order is terminated by Customer due to StreetLight’s breach, then
<br />StreetLight shall refund to Customer, within thirty (30) days after the effective date of termination, all prepaid fees for the
<br />remaining portion of any terminated Subscriptions. If the Agreement or a Subscription Order is terminated by StreetLight due
<br />to Customer’s breach, then Customer shall pay to StreetLight, within thirty (30) days after the effective date of termination, any
<br />unpaid fees for the terminated Subscription Order that would have been payable for the remainder of the Subscription Term after
<br />the effective date of termination.
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<br />(b) Any and all rates, fees and charges set forth in an Order shall be firm and binding for the
<br />Order term. In the event this Agreement expires or is terminated by Customer as permitted by Section 9.2, all of the Orders then
<br />in effect shall also terminate unless Customer expressly requests otherwise. In the event that Customer requests that one or more
<br />Orders not terminate as set forth in the preceding sentence, then the terms and conditions of this Agreement shall continue in full
<br />force and effect, and shall continue to apply, with respect to such Orders for the respective Subscription terms.
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<br />(c) Upon the expiration or termination of this Agreement for any reason, Sections 2.2-2.6, 5, 6,
<br />7, 8, 9.3 and Section 10 of this Agreement, together with any other provision required for their construction or enforcement, shall
<br />survive termination of this Agreement for any reason.
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<br />10. MISCELLANEOUS.
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<br />10.1 This Agreement will be governed by the laws of the State of California, without regard to the
<br />principles of conflicts of laws thereof. Any suit or action initiated by either party shall be brought in the County of San Mateo,
<br />California.
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<br />10.2 StreetLight shall at all times comply with all applicable federal, state, San Mateo County, and
<br />municipal laws, ordinances, and regulations, including without limitation those regarding services to disabled persons, including
<br />any rquirements of Section 504 of the Rehabilitation Act of 1973. In the event of a conflict between the terms of this Agreement
<br />and any applicable federal, state, San Mateo County, or municipal law or regulation, the requirements of the applicable law or
<br />regulation will take precendence over the requirements set forth in this Agreement. StreetLight will timely and accurately
<br />DocuSign Envelope ID: 34112E56-863A-484B-92EE-0732DC70B0F9
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