Streetlight Product Evaluation Agreement

This product evaluation agreement (“Agreement”), will be effective upon your acceptance by clicking the “YES” button on the web page (the “Effective Date”).

The Agreement is entered into by and between StreetLight Data, Inc., a Delaware corporation, with offices located at 330 Townsend St., Suite 220, San Francisco, California (“StreetLight”), and customer as designated on the Service Order Web Page (“Customer”). StreetLight will provide Customer with access to the StreetLight InSight SaaS Portal and Data Products (“Product”), identified in the corresponding Service Order, so that the Product may be evaluated by Customer internally.

1.     License. StreetLight grants to Customer a limited, non-transferable, non-exclusive license to use the Product only internally, for evaluation purposes and not for sublicensing or any commercial use such as preparing reports for or otherwise providing service to customers.

2.     Pricing. Customer will pay the license fee set forth in the Service Order.

3.     Term. This Agreement shall be effect for the term (“Term”) set forth in the Service Order, unless terminated sooner pursuant to the terms of this Agreement.

4.   Termination.  This Agreement will terminate automatically if Customer enters into an agreement with StreetLight for commercial use of the StreetLight Product. Either party may terminate this Agreement immediately if: a) the other party breaches or is in default of any material obligation, and such default is not cured within ten (10) days after written notice of such default; b) the other party becomes insolvent, is dissolved or liquidated, has a petition in bankruptcy, reorganization, dissolution or liquidation, or similar action filed by or against it, is adjudicated a bankrupt, has a receiver appointed for its business, or makes an assignment for the benefit of creditors; or for no cause or for any cause, upon thirty (30) days prior written notice.

5.    Post Termination.  Upon termination or expiration of this Agreement, Customer will: a) cease all use of StreetLight Product; b) remove all copies of the StreetLight Product from its computers and files, and c) provide written certification to StreetLight upon request, that all tangible copies of the StreetLight Product have been returned or destroyed except to the extent required for backup purposes as part of a disaster recovery or business continuity plan.

6.    Confidentiality. “Confidential Information” means information disclosed by one party to the other under this Agreement which is marked as confidential or which would normally be considered confidential under the circumstances. Confidential Information does not include information that the recipient already knew, that becomes public through no fault of the recipient, that was independently developed by the recipient, or that was rightfully given to the recipient by another party. The recipient will not disclose any of the Confidential Information except to employees and agents on a need to know basis and only to the extent required to the extent required to fulfill obligations under this Agreement. Customer acknowledges and agrees that the Product is considered Confidential Information of StreetLight. Any unauthorized disclosure, reproduction, distribution or use of the Product would cause irreparable harm and entitle StreetLight to immediate injunctive relief.  Customer will not reverse engineer any of the StreetLight Product.

7.     Indemnification. StreetLight will indemnify, and hold harmless Customer, and its officers, directors, employees, and agents, from all claims, damages, liability and costs, including reasonable attorneys’ fees, that the Product infringes the intellectual property rights of any third party.

8.     DISCLAIMER. THE STREETLIGHT PRODUCT IS PROVIDED “AS IS” WITHOUT WARRANTY, EXPRESS OR IMPLIED, CONCERNING ANY COPYRIGHTABLE MATERIALS, INVENTIONS, INFORMATION, SAMPLES, SERVICES CONSULTING ADVISE, OR OTHER MATERIALS SUPPLIED UNDER THIS AGREEMENT. STREETLIGHT EXPLICITLY DISCLAIMS THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.  STREETLIGHT SHALL NOT BE LIABLE FOR ANY SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES.

9.    Governing Law.  This Agreement will be governed by the laws of the State of California, without regard to the principles of conflicts of laws thereof.

10.   Assignment.  Neither party shall assign this Agreement without the prior written consent of the other party, such consent not to be unreasonably withheld or delayed. Notwithstanding the foregoing, either party may assign its rights hereunder to any successor in interest to all or substantially all of such party’s assets to which this Agreement pertains provided that such successor in interest also accepts all of the assigning party’s duties and liabilities to the other party under this Agreement.