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HomeMy WebLinkAboutAGMT - Lightbox Parent LP (GovClarity Annual Subscription (Software as a Service)) SEA(&\ tiys!?�96tJ. q1 tic celakT-geecCA cz,P 44° TOO ('I1Yf IAIJ. 21 1 1J(011111 S11W 1 '% \1.11 Ill.\CI I.(>V 11OItN I:\90741) 4 31.2 i27•\\\\\\:?calbeacIKa c\N— March 26,2024 Mary Kane,Senior Account Manager Lightbox/ Digital Map Products 5201 California Avenue,Suite 200 Irvine, CA 92617 SUBJECT: CITY OF SEAL BEACH-GovClarity Service&Subscription Cancellation Dear Ms. Kane: Pursuant to the Master Services Agreement between the City of Seal Beach (City) and LightBox Parent, LP(LightBox) dated February 22, 2023,the City is hereby notifying LightBox of its desire to terminate the service agreement and subscription to GovClarity,effective within 30 days from this notice. Should you have any questions,please do not hesitate to contact Iris Lee at(562) 431-2527 x1322 or ilee(ysealbeachca.gov Sincerely, Iris Lee Director of Public Works MASTER SERVICES AGREEMENT for GovClarity Annual Subscription (Software as a Service) between City of Seal Beach 211 - 8th Street Seal Beach, CA 90740 Lightbox Parent, L.P. 5201 California Avenue, Suite 200 Irvine, CA 92617 This Master Services Agreement ("the Agreement") is made as of February 22, 2023 (the "Effective Date"), by and between Lightbox Parent, L.P. ("Provider"), a New Jersey limited partnership, and the City of Seal Beach ("Client"), a California charter city, (collectively, "the Parties"). RECITALS A. Client currently uses a web -based geographic information software (GIS) application and concierge services known as GovClarity in all Departments of Client; and requires ongoing subscription services to continue using the product effectively. B. Client previously entered into an agreement with Provider's predecessor -in -interest, Digital Map Products, Inc., dated February 13, 2012, to perform data migration, delivery, integration, and related tasks to provide Client with the ability to use a web -based GIS software application and an annual subscription to GovClarity, which such original agreement for the annual subscription has been extended through and including midnight at February 12, 2023 at which time such contract shall be deemed terminated by the parties and replaced with the Master Services Agreement set forth herein in Section H. C. Provider has extensive experience providing integration, support, and other professional software as a service through GovClarity for Client and proposes to continue to provide Client with GovClarity subscription services for software support in accordance with this Agreement. D. Pursuant to the authority provided by its City Charter and Seal Beach Municipal Code Section 3.20.025(C), Client desires to retain Provider as an independent contractor to provide such GovClarity software support services. E. Provider represents that the principal members of its firm are qualified to perform the services contemplated by this Agreement by virtue of its experience, and the training, education and expertise of its principals and employees. F. Client desires to retain Provider as an independent contractor and Provider desires to serve Client to perform those services in accordance with the terms and conditions of this Agreement. G. Upon approval by Client and execution by all Parties, this Agreement shall supersede the original agreement. H. This Master Services Agreement governs the use of the Services (defined below) and Professional Services (defined below) and are an agreement between the City of Seal Beach, the client identified on the Order Form attached as Exhibit "A" and incorporated herein by this reference ("Client") and LightBox Parent, L.P. or its Affiliate as set forth on the Order Form ("Provider'). This Master Services Agreement is part of the Order Form (defined below) and is incorporated into the Order Form as if fully set forth therein. This Master Services Agreement (as may be amended from time to time), together with any Order Form(s) and Additional Service Terms (defined below), form a binding agreement (the "Agreement") between Client and Provider. NOW THEREFORE, in consideration of the Parties' performance of the promises, covenants, and conditions stated herein, the Parties hereto agree as follows. 1. Definitions and Interpretation. 1.1 Definitions. The following terms used in the Agreement have the meanings provided below, and other terms are defined in the body of this Master Services Agreement: (a) "Additional Service Terms" means the applicable Service's additional terms and descriptions which are available at https://www.lightboxre.com/additionaltermsofuse/ as updated from time to time. The Additional Service Terns are incorporated into the Agreement by reference. 2of19 (b) "Affiliate" means an entity owned by, controlling, controlled by, or under common control with, directly or indirectly, a party. For this purpose, one entity "controls" another entity if it has the power to direct the management and policies of the other entity (for example, through the ownership of voting securities or other equity interest, representation on its board of directors or other governing body, or by contract). (c) "Commencement Date" means the date set forth on the Order Form as the Commencement Date. (d) "Documentation" means any user guides, manuals, on-line help, software release notes, instructions, performance descriptions, design documents, test materials, operation guides, training materials and other materials and documentation provided by Provider in written or electronic .format referring to or relating to the use of the Services. (e) "Hosted Services" means any hosted software as -a -service platform provided by Provider to Client under the Agreement, as specified in an Order Form. (f) "Input Data" means the data and other information and content provided or made accessible by Client to Provider, and/or Input Data processed, handled, used or stored (including through the Services) by Provider, for use'in connection with the Services. (g) "Order Form" means the order form, order and pricing form, purchase form or similar document for the Services (as it may be amended from time to time). The Order Form incorporates therein by reference, this Master Services Agreement and the Additional Service Terms. By executing the Order Form, Client agrees to this Master Services Agreement and the Additional Service Terms. (h) "Professional Services" means implementation services provided by Provider in connection with the Services as described more fully in a Statement of Work. Professional Services shall not include the Services. For avoidance of doubt, no Professional Services will be performed onsite unless expressly set forth in an Order Form which requires Provider's compliance with the Client's standard indemnification and insurance requirements applicable to onsite contractors. (i) "Provider Data" means certain data or information owned by Provider or any of its, Affiliates or licensed to Provider or any of its Affiliates and to be provided as a Service or provided through any Services to Client. Provider Data includes information portrayed or rendered in any manner, including without limitation maps, data, analysis, and images of any kind. (I) "Services" means the Software, Hosted Services, Provider Data, and Documentation, together with any upgrades, modified versions, bug fixes or updates thereto as provided by Provider. (k) "Software" means any software distributed by Provider to Client under the Agreement for use in connection with a Service, including any APIs, pixels, and applications (but excluding any hosted software used to provide the Hosted Services). (1) "Statement of Work" means a document that describes certain Professional Services purchased by Client. Each Statement of Work shall incorporate this Master Services Agreement by reference. (m) "User" shall mean.all persons who are authorized by Client to access and use the Services under Client's account and on its behalf. 2. Term and Termination. 2.1 Term. The term of the Agreement shall commence on the Commencement Date and shall continue in full force for an initial period set out on the Order Form (the "Initial Term'), and will automatically renew thereafter for up to three (3) additional, successive one year periods, unless a different period is set out on the Order Form (each a "Renewal Term" and collectively with the Initial Term, the "Term") unless Client or Provider gives the other party written notice of termination at least thirty (30) days prior to the end of the 3of19 Initial Term or the then -current Renewal Term. Any notice not delivered within such thirty (30) day period shall be null and void. 2.2 Termination for Non -Payment. Provider may terminate the Agreement immediately on written notice if Client fails to make any payment due under the Agreement within ten (10) days of the due date. 2.3 Termination for Cause. Provider or Client may terminate the Agreement with immediate effect by written notice to the other party if the other party: (a) commits a material breach of any of the terms of the Agreement and (if such breach is remediable) fails to remedy that breach within thirty (30) days of that party being notified under this sub -clause of the breach, such notice to refer to the notifying party's intent to terminate the Agreement unless the breach is remedied; or (b) enters any arrangement with its creditors or becomes subject to external administration or ceases' to be able to pay its debts as and when they become due or ceases to carry on business. 2.4 Payment Obligations. If Provider terminates the Agreement pursuant to Section 2.2 or 2.3, all Fees (defined below) due by Client as of the effective date of termination shall be immediately due and payable. 2.5 Effect of Termination. Upon termination or expiration of the Agreement: (a) All access and use rights of Client in and to the Services (including, for clarification Provider Data) under the Agreement shall immediately terminate. (b) Client and all Users shall immediately cease using the Services (including, for clarification, Provider Data) and shall have no further right toaccess or use the Services. (c) Client must return, delete, or destroy all copies of any Provider Data or other data and information contained in or retrieved from the Services in the possession or control of Client or any of its Users; provided that Client shall not be obligated to delete or destroy (i) any information contained in any reports written by Client for any of its customers, or (ii) any information required for statutory or regulatory purposes (provided further that any information described in clauses (i) and (ii) shall remain subject to the provisions of the Agreement which survive termination). Client must certify in writing to Provider as to the return, deletion or destruction of such items. Such certification shall be signed by an authorized officer of Client and shall be provided to Provider within ten (10) days of the termination or expiration of the Agreement. (d) Client shall permanently erase all of Provider's Confidential Information (defined below) from its computer systems and certify such erasure and in writing signed by an authorized representative of Client. Such certification shall be delivered to Provider within ten (10) days of the termination or expiration of the Agreement. (e) Provider shall have no obligation to preserve or maintain any Input Data or to deliver any Input Data to Client or any User provided, however, that for not less than thirty (30) days following expiration or termination of this Agreement, Provider shall made all Input Data and "Client Data" as defined herein, available for download by Client at no cost, in an industry standard format reasonably acceptable to Client. Thereafter, Provider destroy any and all remaining Client Data and Input Data utilizing technology compliant with NIST SP800-88. 2.6 Sections Surviving Termination. The provisions of Sections 1, 2.5, 2.6, 4.5, 4.6, 4.7, 4.8, 5 - 7, 10 - 15, 17 - 23 of this Master Services Agreement and obligations to pay Fees under the Agreement shall survive any termination or expiration of the Agreement. 4of19 3. Fees: Pavment. 3.1 Fees. The fees for the Services and fees for Professional Services ("Fees") are calculated and set forth in the Order Form and the Statement of Work (but are subject to adjustment pursuant to the terms of the Agreement, including without limitation Section 3.4). Fees shall be due and payable in accordance with the billing schedule set forth on the Order Form or. Statement of Work (and if no billing schedule is provided, Client will pay Fees as invoiced by Provider). Unless otherwise set forth on the Order Form or in a Statement of Work, all Fees and other payments pursuant to the Agreement (i) are due upon invoice; (ii) shall be paid via ACH to the bank account set forth on the invoice; and (iii) shall be in U.S. Dollars. All Fees shall be paid in full without any right of set-off or deduction. Provider may accept any payment without prejudice to its rights to recover the balance due or to pursue any right or remedy. No endorsement or similar statement on any payment shall be construed as an accord or satisfaction. All Fees are non-refundable except as set forth in Section 8.2. 3.2 Taxes. Fees do not include and may not be reduced to account for any taxes including any local, state, federal or foreign taxes, levies, duties or similar governmental assessments of any nature, including sales, value-added, goods and services, use or withholding taxes (collectively, "Taxes"). Client .is solely responsible for paying all Taxes which may be levied as a result of the Agreement and the transactions contemplated hereby (excluding taxes based on Provider's net income or property) unless Client provides Provider with a valid tax exemption certificate authorized by the appropriate taxing authority. 3.3 Late Payments: Charges. If any Fees or other amounts payable by Client under the Agreement are not paid when due, Provider reserves the right (i) to charge a finance charge on the overdue amounts at a rate of 1.5% per month (compounded monthly to the extent allowable by law), until paid, and /or (ii) to suspend Client's access to the Services. Client shall reimburse Provider for all reasonable costs and expenses incident to the collection of overdue amounts, including without limitation collection agency fees and reasonable attorneys' fees. 3.4 Increases Following_ Initial Term or Renewal Term. Provider may increase or adjust the Fees for any Service or Professional Service, or the basis for calculating such Fees, after the Initial Term or any Renewal Term provided that Provider has given Client notice of such increase or adjustment at least sixty (60) days prior to the end of the Initial Term or Renewal Term; provided further that in the event Provider does not provide any such written notice, Provider reserves the right to increase the Fees after the Initial Term or after any Renewal Term by the greater of (i) 5% or (ii) the increase in the Consumer Price Index for All Urban Consumers (CPI -U); U.S. City Average; All items, not seasonally adjusted, 19821984=100 reference base (as reported by the Bureau of Labor Statistics of the U.S. Department of Labor). Notwithstanding Section 22 below, such notice may be provided by email to Client. 4. Use. 4.1 Use. Subject to the terms and condition of the Agreement, Provider grants to Client during the Term a nonexclusive, non -transferable, non-sublicensable, right to access and use the Services as set forth in the Order Form, solely for the permitted use set forth on the Order Form, and if no permitted use is set forth on the Order Foran, then solely for the internal business purposes of Client, in each case subject to the limitations herein and in the Additional Service Terms. 4.2 Restrictions. Without limiting Section 4.1, Client will not, and will not permit any third -party, including any User, to: (i) use the Services except as expressly permitted in the Agreement; (ii) distribute, lease, sublicense, or otherwise disclose or give anyone else access to the Services; 5of19 (iii) access or use the Services if Client is a direct or indirect competitor of Provider or any of its Affiliates, or provides any portion of the Services to any direct or indirect competitor of Provider or any of its Affiliates; , (iv) use the Services in a manner that violates applicable law or any third party's privacy rights or intellectual property rights; (v) use the. Services for benchmarking purposes or to create a similar or competitive product or service to the Services (or any portion thereof) or to gather any information for a competitor or potential competitor of Provider or any of its Affiliates; (vi) decompile, disassemble, reverse engineer or attempt to reconstruct, identify or discover any source code, underlying ideas, underlying user interface techniques or algorithms of the Services by any means whatsoever (unless this restriction is not permitted under applicable law); (vii) in any way reproduce or circumvent the integration system, encryption methods, copy protections, navigational structure or presentation of the Services or the data contained therein; (viii) use, reproduce, transfer to, or combine in any way, the Services or any other data, material or any other information contained in, or provided in or through the Services, with any neural networks, machine learning system, artificial intelligence or other similar software techniques or systems whatsoever, whether now known or developed or devised following the Commencement Date; (ix) create derivative works (including without limitation models or algorithms) from the Services (including any of the Provider Data and other data and information contained in or retrieved from the Services); ,(x) use the Services for knowledge transfer to enhance Client's intellectual property; (xi) use the Services in any way that threatens the integrity, performance, or availability, of the Services; (xii) attempt to gain unauthorized access to the Services or its related systems or networks; (xiii) permit direct or indirect access to or use of the Services in a way that circumvents contractual obligations or usage limits, or use the Services to access or use any Provider intellectual property except as permitted under the Agreement; (xiv) use or combine the Services (including any Provider Data) with any other material or otherwise that may subject the Services (or any Provider Data) to any open source software, open content, open database, licenses or other resembling terms where such licenses or terms would (a) cause the disclosure or distribution of the Services or Provider Data (or any part thereof); (b) grant any licenses to any derivative works of any Services or Provider Data (or any part thereof); (c) cause redistribution of the Services or Provider Data (or any part thereof) at no charge, as a condition for use, modification or distribution of such other material; or (d) otherwise restrict or impact the licensing or other use of the Services or Provider Data (or any part thereof); (xv) attempt to access the Services through any means not intentionally made available or provided by Provider; (xvi) use robotic mechanisms, web crawlers, spiders, search engines, artificial or software based searches or any other form of manual or automated data collection processes to access the Services or any of the data contained therein; or 6of19 (xvii) engage in data mining, screen scraping, copying, electronic extracting, downloading or compiling data or any other activity designed to obtain, re -use or reformat information contained within the Services. 4.3 Evaluation. If an Order Form indicates that the Services are to be used by Client for evaluation purposes, Client shall be granted a non-exclusive, non -transferable, non-sublicensable, right to access and use the Services solely for Client's own non -production, internal evaluation purposes (an "Evaluation Use"). Each Evaluation Use shall be granted for an evaluation period of up to thirty (30) days from the date of delivery, plus any extensions granted by Provider in writing (the "Evaluation Period"). There is no fee for the Evaluation Use during the Evaluation Period. Notwithstanding anything otherwise set forth in the Agreement, Client understands and agrees that the Services for any Evaluation. Use is provided "AS IS" and that Provider does not provide warranties for or in connection with any Evaluation Use. 4.4 Professional Services. Client and Provider may enter into Statements of Work that describe the specific Professional Services to be performed by Provider. Unless otherwise expressly set forth on the applicable Statement of Work, all right, title, and interest in and to all deliverables and content created or delivered under such Statement of Work are the property of Provider, its third party suppliers or its Affiliates and no part thereof shall be considered a "work made for hire" or a work made in the course of employment. If applicable, while on Client premises for Professional Services, Provider personnel shall comply with reasonable Client rules and regulations regarding safety, security, and conduct made known to Provider. Provider warrants that the Professional Services will be performed in a good and workmanlike manner consistent with applicable industry standards. As Client's sole and exclusive remedy and Provider's entire liability for any breach of the foregoing warranty, Provider will, at its sole option and expense, promptly re -perform any Professional Services that fail to meet this limited warranty or refund to Client the fees paid for the non -conforming Professional Services. Notwithstanding any other provision of the Agreement, no Professional Services will be performed onsite unless expressly set forth in an Order Form which requires Provider's compliance with the Client's standard indemnification and insurance requirements applicable to onsite contractors. 4.5 Input Data. By submitting Input Data into the Services, Client represents and warrants that it exclusively owns such Input Data or has all rights necessary to grant all rights and licenses to the Input Data required for Provider and its Affiliates, subcontractors and service providers to access and use the Input Data in connection with the Services or otherwise permitted pursuant to the terms of the Agreement. Client represents and warrants that it will not transmit or expose to Provider any (i) protected health information (as that term is used in the Health Insurance Portability and Accountability Act of 1996 (HIPAA)) or (ii) cardholder data (as regulated by the Payment Card Industry Security Standards Council) as a pat of using the Services. Client acknowledges and agrees that it shall be responsible in the event that any damage or loss of any kind results from Client's provision of Input Data. Client's provision of the Input Data in accordance with the terms of the Agreement that infringes, violates or misappropriates a third party's contractual rights, intellectual property rights or trade secret or violates any contract or obligation to which Client is bound, as determined by agreement of the Parties or final judicial decision, shall constitute a material breach of this Agreement. 4.6 Use of Input Data. Provider will use the Input Data to perform its obligations under the Agreement; provided that Client grants Provider and its Affiliates a perpetual, non-exclusive, royalty -free, license to use the Input Data in anonymized form (i) for Provider's and its Affiliates' internal business purposes (including without limitation consistent with business operations and product development); and (ii)to create, publish, sell, license, market, distribute and use derivative products ("Derivatives'). Any Input Data which has been anonymized by Provider or any of its Affiliates such that it is not identifiable shall not, after such anonymization, be considered Input Data or Client's Confidential Information, and Client shall have no further rights therein. Client will not claim any ownership interest in, or right to use any Derivative, nor will it contest Provider's or any of Provider's Affiliates' ownership interest in any Derivative. Client further agrees that (i) Provider or the applicable Provider Affiliate will maintain exclusive ownership and rights in each Derivative, and (ii) the Agreement will not be construed to vest in Client any rights with respect to any Derivative. 7of19 Notwithstanding the foregoing, Provider is provided a limited license to access Input Data for the sole and exclusive purpose of providing the Services, including a license to collect, process, store, generate, and display Input Data only to the extent necessary in the providing of the Services. Provider shall: (a) keep and maintain Input Data in strict confidence, using such degree of care as is appropriate and consistent with its obligations as further described in this Agreement and applicable law to avoid unauthorized access, use, disclosure, or loss; (b) use and disclose Input Data solely and exclusively for the purpose of providing the Services, such use and disclosure being in accordance with this Agreement, and applicable law; (c) allow access to Input Data only to those employees of Provider who are directly involved with and responsible for providing the Services; and, (d) not use, sell,, rent, transfer, distribute, or otherwise disclose or make available Input Data for Provider's own purposes or for the benefit of anyone other than Client without Client's prior written consent. Provider may not utilize aggregated data derived from Input Data unless it has been made "anonymous" using of technology that irreversibly alters data in such a way that the data subject can no longer be identified directly or indirectly, either by the data controller alone or in collaboration with any other party, and such data is thereby rendered "anonymized data", as generally described in ISO 25237:2017, Sections 3.2 and 3.3. Input Data and any and all information made accessible to Provider through Client's use of the Services (collectively, "Client Data" sometimes herein, which shall also be known and treated by Provider as Confidential Information) shall .include Client's and/or Client employees' and all other Users' data, including personally identifiable information ("PII") if any, collected, accessed, used, processed, stored, generated, or otherwise made accessible to Provider, as the result of or in connection with Client's use of the Services. PII includes,, without limitation, any information that identifies an individual, such as an individual's social security number or other government -issued identification number, date of birth, address, telephone number, biometric data, mother's maiden name, email address, credit card information, or an individual's name in combination with any other of the elements listed herein. Personal information also means "personal information" as defined in California Civil Code Section 1798.140. Except where subject to a third party's intellectual property rights, all Client Data is and shall remain the sole and exclusive property of Client and all right, title, and interest in the same belongs to Client. This Section shall survive the .termination of. this Agreement. 4.7 Feedback. In the event Client or, any of its Users submit comments, feedback, suggestions or ideas about the Services, including without limitation about how to improve the Services or any other products or services of Provider or any of its Affiliates ("Feedback'), Provider and its Affiliates may use the Feedback without obligation to Client or any User, and Client and each User hereby irrevocably assigns to Provider and its Affiliates all right, title, and interest in such Feedback,including without limitation all intellectual property rights therein. y 4.8 No Other Rights. As between Client and Provider, Provider shall own all right, title and interest (including all intellectual property rights and other proprietary rights embodied therein) in and to the Services and no part thereof shall be considered a "work made for hire" or a work made in the course of employment. The underlying structure, organization, and code of the Services (including the Provider Data) and of the products and services provided by Provider are the valuable trade secrets and Confidential Information of Provider, its third party suppliers and/or its Affiliates. Provider will own all rights in any copy, translation, modification, adaptation, or derivation of the Services. Client will obtain, at Provider's request, the execution of any instrument that may be appropriate to assign these rights to Provider or perfect these rights in Provider's name. Except for the rights expressly granted under the Agreement, Provider and its third party suppliers and its Affiliates retain all right, title, and interest in and to the Services, including without limitation all related intellectual property rights inherent therein. No rights are granted to Client other than as expressly set forth in the Agreement. 4..9 Modifications. Client agrees that Client's use of the Services is not contingent on the delivery of any future functionality or content, nor dependent on any oral or written public comments made by Provider regarding future functionality or content. Client agrees that Provider may make changes to the Services over time for any reason, without limitation, and that Provider may not continue to provide or support older versions of the Services. Without limiting the foregoing, in order to, to comply with applicable laws, to respond to requests or demands of a government or regulatory entity or concerning third party privacy or 8of19 intellectual property rights or to mitigate an emergency or threat to Provider's operations, Provider may change, discontinue, limit or remove functionality of certain Services, at any time; provided that in such event, Provider will reasonably cooperate with Client to mitigate any material disruption to the Services. The sources from which Provider collects Provider Data and the information available from such sources may change from time to time. As a result, items of Provider Data may change from time to time. In the event the Provider Data includes third party data and Provider's agreement with such third party for such third party data is terminated, the Provider Data shall cease to include such third party data, and Provider shall not be deemed to be in breach of the Agreement, provided that Provider shall use commercially reasonable efforts to replace such terminated third party data with equally suitable, functionally equivalent, data. 4.10 Equipment. Client may access the Services utilizing any browser that meets the compatibility requirements established by Provider from time to time. Client shall, at its own expense, obtain, install, configure, and maintain any and all equipment necessary to access and use the Services. Client shall bear all risk and responsibility for ensuring the ongoing compatibility of access equipment with the Services. 4.11 Passwords. Any user name and password issued to a User for access to the Services is personal to the User and such User is obligated to keep the user name and password confidential and may not share the user name or password with any third party. Client shall immediately notify Provider if any third party gains or has the potential to gain access to any of Client's passwords, and shall be fully responsible for any and all activities that occur under any password, whether conducted by a User, other employee or a third party. Client shall advise each User of Client's obligations in the Agreement and, for purposes of the Agreement, all acts or omissions of Users shall be deemed to be acts or omissions of Client. Client shall be responsible for all activities of its Users relating to the Services, including without limitation any violation of the Agreement by its Users. Client shall safeguard and protect all profiles and passwords from disclosure or unauthorized use. 4.12 Application Programming Interface. Application Programming Interface ("API") shall be defined as Provider's application program interface which may include object code, software, libraries, software tools, sample source code, published specifications, documentation manuals, materials, and information appropriate or necessary for use in connection with the API. To the extent any API is used in connection with any Services, Provider grants to Client a non-sublicensable, non -transferable, non-exclusive, terminable, limited right to use the API solely to receive Provider Data from the Services and deliver Input Data to the Services. Without limiting anything herein, Client will not (i) make the API available for, or use the API for any purpose, industry, or beneficiary other than the as described in this Section 4.12, (ii) sell, resell, license, sublicense, distribute, rent, or lease any portion of the API, (iii) use the API to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third -party privacy rights, (iv) attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the API or any server, network, computer, database, or other resource or element connected to or providing the API, (v) copy, process, extract, store, conduct load testing on, or place undue load on any part of the Services without Provider's express written permission, (vi) access the API in order to build or enhance a competitive product or service, (vii) introduce into products or services of Provider of any of its Affiliates any viruses, worms, defects, Trojan horses, malware, or any items of a destructive nature, or (viii) use the API to conduct, or have conducted by a thirty party, security penetration testing without the prior written consent of Provider. No license is granted by Provider to any API directly, by implication, estoppel or otherwise, under any patent, copyright, trade secret or trademark or other intellectual property rights of Provider. Client agrees not to assert any patent rights related to the API or applications developed using the API against Provider, Provider's distributors, Provider's customers, or other licensees of the API for making, using, selling, offering for sale, or importing any products or technology developed using the API. 4.13 Data Security. Provider has established and implemented an industry standard information security program regarding the protection of Input Data, including administrative, technical and physical security processes. Those safeguards will include, .but will not be limited to measures designed to prevent unauthorized access to or disclosure of Input Data (other than by Client or its Users). Notwithstanding the foregoing, Client is responsible for maintaining appropriate security, protection, and backup of its hardware, software, systems, information, and Input Data. As Provider has no access to Client's systems, Provider is 9of19 not responsible for any unauthorized access to, alteration of, or the deletion, destruction, or loss of, or damage to, or failure to store or encrypt, any hardware, software, systems, information, or Input Data on such systems. Notwithstanding the foregoing, and without limiting Provider's obligation of confidentiality as further described herein, Provider is responsible for establishing, maintaining, and providing a written description to Client of, a data privacy and information security program throughout the term on this Agreement, including physical, technical, administrative, and organizational safeguards, that comply with or are substantial similar to the security controls identified in the current version of NIST SP800-53, and that is designed to: (a) ensure the security and confidentiality of Client Data; (b) protect against any anticipated threats or hazards to the security or integrity of Client Data; (c) protect against unauthorized disclosure, access to, or use of Client Data; (d) ensure the proper disposal of Client Data; and, (e) ensure that all employees, agents, and subcontractors of Provider, if any, comply with all of the foregoing. In no case shall the safeguards of Provider's data privacy and information security program used to protect Client Data be less stringent than the safeguards used by Provider for its own data. Any and all cloud storage shall be in compliance with ISO/IEC 27001 - 27018, as applicable, or successor standards thereto. Verified cloud storage services provided by Amazon Web Services or Microsoft Azure, shall be deemed to comply with this section. The Services (including all data storage), shall be provided solely from within the continental United States and on computing and data storage devices residing therein. In the event of any act, error or omission, negligence, misconduct, or breach that permits any unauthorized access to, or that compromises or is suspected to compromise the security, confidentiality, or integrity of Client Data or the physical, technical, administrative, or organizational safeguards put in place by Provider that relate to the protection of the security, confidentiality, or integrity of Client Data, Provider shall, as applicable: (a) notify Client as soon as practicable but no later than twenty-four (24) hours of becoming aware of such occurrence; (b) cooperate with Client in investigating the occurrence, including making available all relevant records, logs, files, data reporting, and other materials required to comply with applicable law or as otherwise required by Client; (c) in the case of PII, at Client's sole election, (i) notify the affected individuals who comprise the PII as soon as practicable but no later than is required to comply with applicable law including, but not limited to, the provisions of California Civil Code Section 1798.82 and Section 1798.100, et seq., or, in the absence of any legally required notification period, within five (5) calendar days of the occurrence; or,, (ii) reimburse Client for any costs in notifying the affected individuals; (d) in the case of PII, provide third -party credit and identity monitoring services to each of the affected individuals who comprise the PII for the period required to comply with applicable law, or, in the absence of any legally required monitoring services, for no less than twelve (12) months following the date ofnotification to such individuals; (e) perform or take any other actions required to comply with applicable law as a result of the occurrence; and, (f) to the extent such breach or other unauthorized access is due to Provider's negligence or willful misconduct, Provider shall defend, indemnify and hold Client, its elected officials, officers, employees and agents harmless from all resulting losses, damages, claims and liabilities. 4.14 Third Party Services. The Services may enable Client to procure services, reports or products not provided by Provider or any of its Affiliates ("Third Party Services"). Such Third Party Services are provided directly to Client by third party service providers ("Third Party Providers"), are not part of, nor are they required to be obtained by Client in order to fully utilize, the Services, and are subject to change by such Third Party Providers. The Services may also contain certain links to websites of Third Party Providers as well as functionality to transmit information or data to the Third Party Providers. Any exchange of data or other interaction between Client and a Third Party Provider, and any purchase by Client of any product or service offered by a Third Party Provider (including any terms and conditions), is solely between Client and such Third Party Provider. Client shall pay all fees for the Third Party Services directly to the Third Party Provider. Provider provides access and links to the Third Party Provider, and transmits information and data to Third Party Provider, solely as a convenience to Client and not as an endorsement by Provider or nay of its Affiliates. Client's use of such Third Party Services is solely at its own risk. Provider and its Affiliates are not responsible for and make no representations or warranties with respect to any Third Party Services, the actions of any Third Party Provider, or the handling of Client's information or data. 10 of 19 4.15 Terms Required bv` Third Party Suppliers. Certain third party suppliers require Provider ,to -flow down add itional'term' s and attribution requiremdr is to Client. These.third,party supplier terms are subject to change at such third party's discretion and new third -party providers are added from time to time. Such additional terms and attribution requirements are available at httys://www.liglitboxre.com/thirdt)artvtenns/. Client's use of the Services constitutes Client's agreement to be bound.by these additionaLaerms which are incorporated herein by reference. 4.16. Service Levels. Service Levels and Credits. Provider understands and agrees that,Clientis_a public entity and that the Services are 1pAid for with -public funds. Therefore;; n,order-to ensure accountability to the public, and that the public isFreceiving the level.of performance of onlirieYseryices for which. public.funds,are being paid. ("Guaranteed, Servivice.Levels;',), ProvideFAagrees�that.the; Services shall maintain a,level of "Uptime Availability" of not.lessAlian 99%, over any calendar month period•based on the following: "Scheduled Uptime" is the total -:minutes m- the .reporting .month, less :the total minutes consumed by scheduled downtime for �;. maintenanceior, documented force majeure.events. "Actual Uptime" means the.total minutes, in:theFieporting month•that-the. Services were actually,available7to Users for normal, use: "Uptime Availability". =.(Actual Y, Uptime/Scheduled Uptime) x ;100. Failure to, maintain the Guaranteed, ,Service Levels for any two consecutive month period, shall constitute a material breach of thisAgreement. 5. Confidentiality. Each party agrees to keep confidential All -Confidential Information disclosed to it by the other partyFin accordance' herewith,. and to protect the confidentiality thereof, in,the 'same way -it' protects the�`confdentiality'of similar'information and data of its own-(ai all-tirnes exercising at least a reasonabhb' , de'gree of cafe in'the-protection of Confidential Information). For purposes of the Agreement, "Confidential Information" means information thaf is not generally known to the public and at the`time of disclosure is identified` -as or 'would reasonably be understood �$yrthe receiving party to be, proprietary -or confideritial. For'the a'void'ance of doubt, 'all InpufData and other Client Data` is�Confidential Information: The Agreeinent�shall'.be `considered Confidential Information of Provider., -except -as otherwise provided by the California Public Records Act, "subpoena, or court°order. Confidential- Information does `not include inforination"that: (i)'is'publicly available }information or generally;becomes available to' the public without �. violation of any obligation -of confidentiality: oi'non-disclosure obligation; (ii) was already,in possession of the receiving,party prior to the Commenceme'rifDate;+(ri) was oris provided to the receiving partyby others without violation of any corifdentiAity'or non=disclosure obligafion; or'(iv)`is:required to be disclosed' pursuant to'th&Califo'rriia.Pulilic Records Act,'• sulipoena, or' court °order apfovid'ed;,however, that Clierit shall endeavor to provide Provider with not` less 'than five (5) business':days' prior; "written notice of such disclosure. Notwithstanding the fdregoing, Client``acknowiedgesand agrees that the Services constitute Conf dential Information of Provider: Client.furtlier acknowledges and agreestl at, subject to'the foregoing, the unauthorized use, transfer; assignment; 16bli6ensing,`or.+disclosure of the Services; or copies of -any portions thereof,, will' (i)-substantiallydiminish`tthe value'intellectual property in the Servicds; and (ii) render Provider's-i6niedy at- law'for,such' unauthorized use, ,disclosufe, or transfer inadequate. If Client or any User,breaches any"'of Client's obligations with respect to -the use `or cohildentiality of the Services, or any copies of portions thereof, Provider shall-�be entitled to 'equitable reliePto protect its interests therein, including without limitation;`preliminaryanis' permanent injunctive relief. 6. Limitation of Liability. IN NO EVENT SHALL PROVIDER OR ITS SUBSIDIARIES, AFFILIATES OR'THIRWPARTY SUPPLIERS ,8E LIAM-E TO CLIENT FOR ANY INCIDENTAL, INDIRECT; -`.SPECIAL, CONSEQUENTIAL -0R OTHEM"DAMAGES OF 'ANY `-TYPE OR KIND (INCL UDING 'BUT NOT LIINIITED TO LOSS` OF" PROFITS, 'LOSS' OF USE, OR L699 -OF DATA), ARISING OUT 4OF OR IN "ANY` WAY 'CONNECTED` WITH THE AGREEMENT, THE 'SE RVICES, PROFESSIONAL SERVICES' "OR ANY OF THE PROVIDER' DAT k OR OTHER - DATA* SAND INFORMATION CONTAINED,iN OR RETRIEVED FRON&THE SERVICES; EVEN IF "PRO VIDER OR ITS SUBSIDIARIES, AFFILIATES OR THIRD PARTY 'SUPPL•IERS `HAVE PREVIOUSLY BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, �AND'EXCEPTING THE'PARTIES' INDEMNIFICATION OBLIGATIONS HEREIN, EACH PARTY'S ENTIRE.IiABILITY AND�EXCLUSIVE REMEDY FOR •DAMAGES FOR'ANY CLAIMS ARISING UNDER;OR`IN'CONNECTION,.W ff,THE'AGREE MEN T; REGARDLESS'.OF THE CAUSE OF; ACTION'," WHETHER INS CONTRACT OR IN�=TORT 3(INCLUDIN(G WITHOUT `LIMITATION, BREACH OF WARRANTY AND NEGLIGENCE CLAIMS) SHALL BE LIMITED TO A PARTY'S 11 of 19 ACTUAL DIRECT DAMAGES, NOT TO EXCEED THE AMOUNTS ACTUALLY PAID BY CLIENT UNDER THE AGREEMENT DURING THE TWELVE MONTHS IMMEDIATELY PRECEDING THE MONTH IN WHICH THE CAUSE OF ACTION AROSE. 7. Disclaimer of Warranties. THE SERVICES (INCLUDING THE PROVIDER DATA AND THE DOCUMENTATION) ARE PROVIDED AND LICENSED "AS IS," "AS AVAILABLE" AND PROVIDER AND ITS SUBSIDIARIES,, AFFILIATES AND THIRD PARTY SUPPLIERS DISCLAIM ALL WARRANTIES, OF ANY KIND OR NATURE, EXPRESS OR IMPLIED, ARISING OUT OF OR RELATED TO THE AGREEMENT, THE SERVICES, THE PROFESSIONAL SERVICES OR ANY OF THE PROVIDER DATA OR OTHER DATA AND INFORMATION CONTAINED IN OR RETRIEVED FROM THE SERVICES AND THE MEDIUM ON WHICH THEY ARE PROVIDED TO CLIENT, INCLUDING WITHOUT LIMITATION, ANY WARRANTIES REGARDING ACCURACY, QUALITY, CORRECTNESS, COMPLETENESS, COMPREHENSIVENESS, SUITABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON -INFRINGEMENT, MISAPPROPRIATION, OR OTHERWISE (IRRESPECTIVE OF ANY COURSE OF DEALING, CUSTOM OR USAGE OF TRADE) OF THE SERVICES, THE PROFESSIONAL SERVICES OR ANY OF THE PROVIDER DATA OR OTHER DATA AND INFORMATION CONTAINED IN OR RETRIEVED FROM THE SERVICES OR THE MEDIUM ON WHICH THEY ARE PROVIDED TO CLIENT, EACH OF WHICH IS HEREBY EXCLUDED. BY AGREEMENT OF THE PARTIES.. NEITHER PROVIDER NOR ANY OF ITS SUBSIDIARIES, AFFILIATES OR THIRD -PARTY SUPPLIERS REPRESENTS OR WARRANTS THAT THE SERVICES, THE PROFESSIONAL SERVICES OR ANY OF THE PROVIDER DATA OR OTHER DATA AND INFORMATION CONTAINED IN OR RETRIEVED FROM THE SERVICES ARE COMPLETE OR FREE FROM ERROR. PROVIDER, ITS SUBSIDIARIES, AFFILIATES .AND ITS THIRD -PARTY SUPPLIERS EXPRESSLY DISCLAIM AND DO NOT ASSUME ANY LIABILITY TO ANY PERSON OR ENTITY FOR LOSS OR DAMAGE CAUSED BY ERRORS OR OMISSIONS IN THE PROVIDER DATA OR OTHER DATA AND INFORMATION CONTAINED IN OR RETRIEVED FROM THE SERVICES, REGARDLESS OF WHETHER SUCH ERRORS OR OMISSIONS RESULT FROM NEGLIGENCE, ACCIDENT OR OTHER CAUSE. PROVIDER DOES NOT GIVE ANY WARRANTY THAT ACCESS TO AND OPERATION OF THE SERVICES WILL BE ERROR -FREE OR WITHOUT INTERRUPTION. THE PARTIES ACKNOWLEDGE AND AGREE THAT THERE ARE CERTAIN RISKS INHERENT TO THEIR ENGAGEMENT HEREUNDER, AND THAT CLIENT'S USE OF AND PROVIDER'S PROVISION OF, THE SERVICES OR THE PROFESSIONAL SERVICES MAY NOT RESULT IN ANY SPECIFIED RESULT. THE PARTIES ACKNOWLEDGE AND AGREE THAT INFORMATION PROVIDED VIA THE SERVICES, IS INTENDED TO BE INFORMATIVE, AND SHOULD NOT BE CONSTRUED AS ADVICE OR RECOMMENDATIONS. ACCORDINGLY, PROVIDER (ON BEHALF OF ITSELF AND ITS THIRD -PARTY SUPPLIERS) HEREBY DISCLAIMS, AND CLIENT HEREBY EXPRESSLY RELIEVES PROVIDER FROM, ANY CLAIMS, DAMAGES, COSTS, OR LIABILITIES THAT MAY ARISE FROM OR RELATE TO ANY ACTS OR OMISSIONS MADE BY CLIENT BASED IN WHOLE OR IN PART BASED ON ANY INFORMATION PROVIDED VIA THE SERVICES. NEITHER PROVIDER NOR ANY OF ITS AFFILIATES IS A FIDUCIARY, DEALER, BROKER, OR INVESTMENT ADVISOR THE SERVICES MAY INCLUDE OR EMPLOY MODELS, AND CLIENT AGREES THAT THE MODELS ARE :BASED UPON CERTAIN ASSUMPTIONS AND METHODOLOGIES (WHICH ASSUMPTIONS AND METHODOLOGIES MAY BE CHANGED BY PROVIDER FROM TIME TO TIME WITHOUT ANY NOTICE), AND THAT THERE MAY BE ERRORS OR DEFECTS IN SUCH ASSUMPTIONS OR METHODOLOGIES THAT MAY CAUSE SUCH MODELS OR ANY OUTPUT THEREFROM TO BE INAPPROPRIATE FOR USE. CLIENT HOLDS PROVIDER COMPLETELY HARMLESS FOR ANY SUCH ERRORS OR DEFECTS. ANY ANALYSES, OPINIONS, ESTIMATES, RATINGS OR RISK CODES PROVIDED BY PROVIDER OR THROUGH THE SERVICES ARE PROVIDED FOR ILLUSTRATIVE PURPOSES ONLY, AND ARE NOT INTENDED TO PROVIDE, NOR SHOULD THEY BE INTERPRETED AS PROVIDING, ANY FACTS REGARDING, OR PREDICTION OR FORECAST OF, ANY PARTICULAR EVENT OR RISK. 12 of 19 No? employee, agent, or other representative of Provider iorv.any .of. its.'subsidiaries .or Affiliates has any authority to "b`ind:Provider with respect to any`statenient, representation; "waftanty, or other expression -'not specifically'sk forth in the.Agreemeiit: 8. Indemnification. 8.+1 VroviderIndemnification. Sybjec't to. the terms of the Agreemenindet, and provided that Client isnot in unremedied` d'efaulf und'ei the '"Agreement, Provider will defend and 'mnify 'Client `against any `and 'all claims by a third party that Client's use of the"S'ervices in accoidarice with the Agreement constitutes infringement of tliat:party's iJ.S. patent, copyright or. other intellectualproperty right issued and existing as of the Commencement Date, and will pay the,amountof any resulting' adverse final judgment issued by a court of competent jurisdiction or of any settlement that Provider pre -approves in writing which includes, no'admission of wr6ngdoing,by-0Clierit;'iricluding reasonable.attorheysi',.fees; provided`that,Clientpromptly notifies Provider in writing of any such claim, gives"°Provider reasonable cooperation"information, and ass istanc&in connection•witli such,claifi , and consents to Pr`ovidef's'solercontrol and authority with respect to the defense;`settlement or�comp'romise of'tl &,claim. Provider wiIIhdt'be.obligatedfunder this section to the extent the 4inffinge'inent results from: (i) a' combination of 'the Se`rvices� with devices .o products not provided oe approved byProvider;'"(ii) userof the Services%in'applications, business environments or processesfor which they were. -not designed.or contemplated; (iii) modifications thatClient makes to the Services, or"(iv) use of"the Service's not in accordance with the Agreement. This Section 8'9tates•Pr6vider's sole obligations, -4d Client's-sole:remedies; iri^'conriection'with intellectual properly" infringement claims. 8.2 Election of'Remedv �'If Provider reasonably believes the 'Services .are or may be subject to an infringement'claim`; or ifa'court of competent juris'diction,enjoins Client's use of the'Services-as a result of an infringement claim, Provider niay, at its expense and' discretion: (i), procure for Clientthe'right to continue usirig'the`•Services; (ii) ;inodify;the Services to"make it non=infringing .or(iii) replace'the Services with a non - infringing functional --equival'ent. If none zof�these'° option's is reasoinablyaayailable, Provid&c shall terminate Client's access and use of the allegedly' infringing.&rvices and refund'to Client the..fee"s�paid+for` he Seryices, adjusted from, the effective date of such termination for that portion of the fees attributable to the remaining portion of theterm 9. :U.S.`.Government"Restricted 'Riihts; 'If Clients is the U.S.- Government or an agency thereof, Clienf(i) with espect to�civiliati agencies,`sh'all'grant`piofection for-t1ie�Se"rvices as "commercial computer software"and'related docunientatiiiw in accord'an'ce with .the terms"of 48 C4F.R. 12.212 of the,Federal" Acquisition Regulations; -and `.-(ii)for" use -by or 'on behalf rof the'Department of Defense; shall grant pr .te. ion'for any'Services as "commercial:computer'soflware" and related-docuirientation'in accordance' with the'ierrns of '48 C:F:R. 227.7202''-1 (Wthe'�DoD`FAR Supplement: This Secdohtiis in lieu`"of,'aiid supersedes, any. other :FAR;' DFARS, or other;1clause or provision that addresses government'rights.4m cornpufei'sofiware•or technical'data. " 4 10. Export Law Assurances. Client understands that the Services are or maybe subject to export control�l'aws?and'reguldiions' CLIENT MAY NOT DOWNL`OAD'OR OTHERWISE,EXPORT OR RE- EXPORT THE SERVICES�OR ANY TECHNICAL OR4OTHER DATA'PROVIDEDtIN CONNECTION THEREWITH , OR ANY UNDERLYING INFORMATION OR TECHNOLOGY EXCEPT 'IN FULL COMPLIANCL WITH ALL APPLICABLE LAWS;AND,AEGULATIONS, IN PARTICULAR, BUT WITHOUT LIMITATION, UNITED'STATES'EXPORT`CONTROL LAWS. NONE'OF THE'SERVI.CES' OR ANY 'UNDERLYING INFORMATION OR 'TECHNOLOGY MAY BE'DOWNLOADED OR OTHERWISEEXPORT966R.RE-EXPORTED: (A) INTO (OR:TO A'NATIONAL` OWRESIDENT`OF)' ANY COUNTRY TO WHICH 'THE UNITED. STATES''HAS, EMBARGOED GOODS; OR (B) 'TO ANYONE ON THE U.S. TREASURY DEPARTMENT'S LIST OF� 'SPECIALLY DESIGNATED NATIONALS OR THE U.S. COMMERCE DEPARTMENT'S LIST OF PROHIBITED COUNTRIES OR DEBARRED OR DENIED' PERSONS OR ENTITIES. CLIENT-.. HEREBY. AGREES TO - THIJ FOREGOING 'AND REPRESENTS AND'IARRANTS�,THAT'CLIENT IS NOYLOCATED IN, UNDER CONTROL OF, OR A'NATIONAL OR RESIDENT OF ANY SUCH COUNTRY OR ON ANY SUCH LIST. 13 of 19 11. Information: Audit and Certification. Client shall keep complete and accurate records and accounts pertaining to its compliance with its obligations under the Agreement. Upon Provider's written request, Client shall provide Provider (i) reasonable information relating to the usage and distribution of the Services (including any Provider Data) and (ii) a written certification of a duly authorized officer of Client that Client is in compliance with the material terms of the Agreement (including without limitation any terms relating to limitations on the usage and distribution of the Service (including any Provider Data)). Additionally, Provider (and Provider's representatives and third -party suppliers of data included in the Provider Data), on reasonable prior notice, during the Term and for the one (1) year period following the termination or expiration of the Agreement may periodically examine, inspect and audit Client's systems and records with respect to matters covered by the Agreement including without limitation, in order to verify Client's compliance with Sections 2.5, 3, 4.1 and 4.2. 12. Provision of Services / Assienment. To the extent that the Services or any portion thereof to be provided under the Agreement are owned by or licensed to, any Affiliate of Provider, Provider will cause such Affiliate to provide such Services or portion thereof to Client. Additionally, Provider may cause certain of its Affiliates to perform all or some of the services to be performed under the Agreement (including without limitation the Professional Services). Notwithstanding the foregoing, Provider shall be solely responsible the Services or such other services (including without limitation the Professional Services), and Client's sole recourse with respect to the Services or such other services (including without limitation the Professional Services) shall be against Provider, subject to, and in accordance with the terms, provisions and limitations set forth herein. Client shall not be permitted to assign or.delegate any rights or obligations under the Agreement. Any transfer of a majority of the stock, membership interests, partnership interests or other evidence of ownership of Client shall be deemed to be an assignment of the Agreement. Provider may assign the Agreement or assign or delegate any of its rights, duties, or obligations under the Agreement to any Affiliate of Provider without notice to Client. In addition, Provider may assign the Agreement to any third party in the event of merger, reorganization, sale of all or substantially all of Provider's assets, change of control or operation of law. The Agreement shall be binding on and shall inure to the benefit of the parties hereto, and their successors and permitted assigns. 13. Governing: Law, Jurisdiction. This paragraph shall apply if Provider is any party other than DMTI Spatial ULC. The Agreement and the rights and obligations of the parties under the Agreement shall be exclusively governed by and construed in accordance with the laws of the State of California without giving effect to any choice or conflict of law provision or rule. Client agrees that the exclusive venue and jurisdiction for any controversy, dispute or claim arising out of or relating to the Agreement shall be the federal and state courts located in the State of .California with jurisdiction over the City of Seal Beach. Client and Provider each submits to the exclusive venue and jurisdiction of such courts, agrees that it will not bring any suit or judicial proceeding in any forum other than such courts, and agrees not to assert any objection that it may have to the venue or jurisdiction of such courts. In the event Provider or Client employs attorneys to enforce any right arising out of or relating to the Agreement, the prevailing party shall reimburse the other party its reasonable attorneys' fees and costs. This paragraph shall apply only in the event that Provider is DMTI Spatial ULC. The Agreement and the rights and obligations of the parties under the Agreement shall be exclusively governed by and construed in accordance with the laws of the Province of Ontario, and the federal laws of Canada applicable therein, without regard to principles of conflict of law that would impose a law of another jurisdiction. Client irrevocably and unconditionally attoms to the exclusive jurisdiction of the courts of the province of Ontario, and where applicable, including the Federal Court of Canada, and all courts competent to hear appeals therefrom, and Client explicitly waives any jurisdictional or venue defenses. In the event Provider employs attorneys to enforce any right arising out of or relating to the Agreement, Client shall reimburse Provider its reasonable attorneys' fees and costs. 14. Headinps Not Controlling=. Headings used in this Master Services Agreement are for convenience only and shall not be considered in construing or interpreting this Master Services Agreement. 14 of 19 15. Severability. If any provision hereof is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other provision and such invalid provision shall be deemed to be severed from the Agreement to the extent necessary to comply with law. 16. Force Maieure. Neither party will incur any liability to the other party on account of any loss or damage resulting from any delay or failure to perform all or any part of the Agreement if such delay or failure is caused, in whole or in part, by events, occurrences, or causes beyond the control and without negligence of such party. Such events, occurrences, or causes will include, acts of God, epidemic, pandemic, government order, strikes, lockouts, riots, acts of war, earthquake, fire and explosions, but the inability to meet financial obligations is expressly excluded. 17. Independent Contractor. The relationship between Client and Provider is solely contractual and not in the nature of an employer/employee, partnership, joint venture, or general agency. Neither party may speak nor act on behalf of the other, nor legally commit the other. 18. Entire Agreement. The Agreement constitutes the sole and entire agreement between Client. and Provider regarding the subject matter herein and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the subject matter herein. The United Nations Convention for the International Sale of Goods is expressly excluded. No purchase order or similar document issued by Client shall be binding on Provider. 19. Amendments; Waiver. The Agreement may not be altered, amended or modified except by a written amendment signed by Provider and Client. No waiver of any condition, term or provision of the Agreement shall be deemed to be a waiver of any preceding or succeeding breach of such condition, term or provision or of any condition, term or provision hereof. 20. Publicity. Neither party may use the other party's name, logo or marks without such other party's written pre -approval; provided that Provider and its Affiliates may: (i) after the Commencement Date, issue one (1) or more press releases or similar materials announcing that Client is a customer and user of the Services; (ii) provided Client's written consent is first obtained, use Client's name, logo and/or marks on Provider's or its Affiliates' customer lists, websites, and other marketing materials subject to any standard trademark usage guidelines that Client expressly provides to Provider; and (iii) provided Client's written consent is first obtained, develop use cases based on Client's use of the Services with respect to which Client will provide all -reasonable cooperation requested by Provider. 21. Advice of Legal Counsel. Each party acknowledges and represents that, in executing the Agreement, it has had the opportunity to seek advice as to its legal rights from legal counsel and that the person signing on its behalf has read and understood all the terms and provisions of the Agreement. The Agreement shall not be construed against any party by reason of the drafting or preparation thereof. 22. Notices. All notices, requests, demands, claims and other communications under the Agreement shall be in writing. Any notice, request, demand, claim or other communication under the Agreement shall be deemed duly delivered four (4) business days after it is sent by registered or certified mail, return receipt requested, postage prepaid, or one (1) business day after it is sent for next business day delivery via a reputable international courier service, in each case to the intended recipient as follows: (i) if to Provider, to 5201 California Avenue, Suite 200, Irvine, CA 92617: Attention: Contracts (ii) if to Client, to the address set forth on the Order Form. A party may change the address to which notices, requests, demands, claims and other communications under the Agreement are to be delivered by giving the other party notice in the manner set forth herein. 23. Order of Precedence. If there is a conflict or inconsistency between the terms of this Master Services Agreement, the Additional Service Terms and the Order Form or Statement of Work, the order of 15 of 19 precedence shall be as follows: (a) this Master Services Agreement and then (b) the Additional Service Terms, and then (c) the Order Form or Statement of Work. No provision of the Additional Service Terms, Order Form or Statement of Work shall vary any of the terms of this Master Services Agreement or take precedence over this Master Services Agreement. 24. Nondiscrimination and Equal Employment Opportunity. Provider affirmatively represents that it is an equal opportunity employer. In the performance of this Agreement, Provider shall not discriminate against any subcontractor, employee, or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex, gender, sexual orientation, gender identity, gender expression, marital status, national origin, ancestry, age, physical disability, mental disability, medical condition, genetic information, or any other basis prohibited by law. Provider will take affirmative action to ensure that subcontractors and applicants are employed, and that employees are treated during employment, without regard to their race, color, religious creed, sex, gender, gender identity, gender expression, marital status, national origin, ancestry, age, physical disability, mental disability, medical condition, genetic information or sexual orientation, or any other basis prohibited by law. 25. Labor Certification. By its signature hereunder, Provider certifies that it is aware of the provisions of Section 3700 of the California Labor Code that require every employer to be insured against liability for Workers' Compensation or to undertake self-insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services. 26. Prevailins Wage and Payroll Records. To the extent that this Agreement calls for services that, in whole or in part, constitute "public works" as defined in the California Labor Code, Provider shall comply in all respects with all applicable provisions of the California Labor Code, including those set forth in Exhibit B, attached hereto and incorporated by reference herein. 27. Compliance with All Laws. In provided the Services, Provider shall, comply with any and all applicable local, State and federal laws, statutes, standards, policies, and regulations including, but not limited to, the Americans with Disabilities Act, the Health Insurance Portability and Accountability Act of 1996, the Stored Communications Act, 18 U.S.C. Sections 2701 through 2712, Civil Code Sections 1798.80 through 1798.84, and the California Consumer Privacy Act, Civil Code Section 1798.100 et seq. 28. No Third Party Beneficiaries. This Agreement is made solely for the benefit of the Parties to this Agreement and their respective successors and assigns, and no other person or entity shall be deemed to have any rights hereunder against either party by virtue of this Agreement. 29. Prohibited Interests: Conflict of Interest. (i) Provider covenants that it presently has no interest and shall not acquire any interest, direct or indirect, which may be affected by the Services, or which would conflict in any manner with the performance of the Services. Provider further covenants that, in performance of this Agreement, no person having any such interest shall be employed by .it. Furthermore, Provider shall avoid the appearance of having any interest, which would conflict in any manner with the performance of the Services. Provider shall not accept any employment or representation during the term of this Agreement which is or may likely make Provider "financially interested" (as provided in California Government Code §§ 1090 and 87100) in any decision made by Client on any matter in connection with which Provider has been retained. (ii) Provider further warrants and maintains that it has not employed or retained any person or entity, other than a bona fide employee working exclusively for Provider, to solicit or obtain this Agreement. Nor has Provider paid or agreed to pay any person or entity, other than a bona fide employee working exclusively for Provider, any fee, commission, gift, percentage, or any other consideration contingent upon the execution of this Agreement. Upon any breach or violation of this warranty, Client shall have the right, at its sole and absolute discretion, to terminate this 16 of 19 Agreement without further liability, or to deduct from any sums payable to Provider hereunder the full amount or value of any such fee, commission, percentage or gift. (iii) Provider warrants and maintains that it has no knowledge that any officer or employee of Client has any interest, whether contractual, non -contractual, financial, proprietary, or otherwise, in this transaction or in the business of Provider, and that if any such interest comes to the knowledge of Provider at any time during the term of this Agreement, Provider shall immediately make a complete, written disclosure of such interest to Client, even if such interest would not be deemed a prohibited "conflict of interest" under applicable laws as described in this Section. 30. Final Payment Acceptance Constitutes Release. The acceptance by Provider of the final payment made under this Agreement shall operate as and be a release of Client from all claims and liabilities for compensation to Provider for anything done, furnished or relating to Provider's work or services. Acceptance of payment shall be any negotiation of Client's check or the failure to make a written extra compensation claim within ten calendar days of the receipt of that check. However, approval or payment by Client shall not constitute, nor be deemed, a release of the responsibility and liability of Provider, its employees, subcontractors and agents for the accuracy and competency of the information provided and/or work performed; nor shall such approval or payment be deemed to be an assumption of such responsibility or liability by Client for any defect or error in the work prepared by Provider, its employees, subcontractors and agents. 31. Corrections. In addition to the indemnification obligations set forth above, Provider shall correct, at its expense, all errors in the work which may be disclosed during Client's review of Provider's report or plans. Should Provider fail to make such correction in a reasonably timely manner, such correction may be made by Client, and the cost thereof shall be charged to Provider. In addition to all other available remedies, Client may deduct the cost of such correction from any retention amount held by Client or may withhold payment otherwise owed Provider under this Agreement up to the amount of the cost of correction. 32. Non -Appropriation of Funds. Payments to be made to Provider by Client for any Services performed within the current fiscal year are within the current fiscal budget and within an available, unexhausted fund. In the event that Client does not appropriate sufficient funds for payment of Provider's Services beyond the current fiscal year, this Agreement shall cover payment for Provider's Services only to the conclusion of the last fiscal year in which Client appropriates sufficient funds and shall automatically terminate without penalty at the conclusion of such fiscal year. 33. Mutual Cooperation. (i) Client's Cooperation. Client shall provide Provider with all pertinent data, documents and other requested information as is reasonably available for Provider's proper performance of the Services required under this Agreement. (ii) Provider's Cooperation. In the event any claim or action is brought against Client relating to Provider's performance of Services rendered under this Agreement, Provider shall render any reasonable assistance that Client requires. 34. Time of the Essence. Time is of the essence in respect to all provisions of this Agreement that specify a time for performance; provided, however, that the foregoing shall not be construed to limit or deprive a Party of the benefits of any grace or use period allowed in this Agreement. 35. Exhibits. All exhibits referenced in this Agreement are hereby incorporated into the Agreement as if set forth in full herein. In the event of any material discrepancy between the terms of any exhibit so incorporated and the terms of this Agreement, the terms of this Agreement shall control. '17 of 19 36. Corporate Authority. The person executing this Agreement on behalf of Provider warrants that he or she is duly authorized to execute this Agreement on behalf of said party and that by his or her execution, the Provider is formally bound to the provisions of this Agreement. 18 of 19 IN WITNESS WHEREOF, the Parties hereto, through" their respective authorized representatives have executed this Agreement as of the date and year first above written. CITY OF SEAL BEACH By: Attes By: Approver as to norm: By: Nicholas Ghirelli, City Attorney PROVIDER: Lightbox Parent, L.P. a New Jersey limited partnership By: �i?✓� Name: AJ Dunklau Its: GM By. m.5.& Name: Caroline Stoll Its: Managing Director (Please note, two signatures required for corporations pursuant to California Corporations Code Section 313 from each of the following categories: (i) the chairperson of the hoard, the president or any vice president, and (ii) the secretary, any assistant secretary, the chief financial officer or any assistant treasurer of such corporation.) 19 of 19 EXHIBIT A Order Form 20 Order Form DATE 11/10/2022 10:29 AM CONTACT INFORMATION CLIENT LEGAL NAME BILL TO ADDRESS 211 Eighth Street Seal Beach, CA 90740 PRIMARY CONTACT Grant Tavasci BILLING CONTACT Grant Tavasci LIGHTBOX SALES Mary Kane mkane(c—Dlightboxre. com EXPIRES ON 12/10/2022 LIGH'f`B O 6 Armstrong Road, 4th Floor, Shelton, CT 06484 QUOTE NUMBER 0-25074 J:- SHIP TO ADDRESS 211 Eighth Street Seal Beach, CA 90740 PHONE (562) 431-2527 ext. 1345 PHONE (562) 431-2527 ext. 1345 PRODUCTS, SERVICES AND PRICING COMMERCIAL TERMS Commencement Date: 2/13/2023 End Date: 2/12/2024 Initial Term (months): 12 Payment Type: Check Payment Term: Net 30 EMAIL gtavascKD-sealbeachca.gov EMAIL 9tavasci(c-sealbeachca.gov Proprietary & Confidential Information Page 1 of 2 Order Form DEFINITIONS LIGHTB60 6 Armstrong Road, 4th Floor, Shelton, CT 06484 Annual Billing: The annual fee will be invoiced in full based on the contract execution date ❑ Client must check this Box if Client is a tax-exempt organization. If this Box is checked, Client must submit a copy of Client's tax-exempt certificate to AR(cD[iQhtboxre.com or to'LightBox, Accounts Receivable, 6 Armstrong Road, 4th Floor, Shelton, CT 06484. If such a certificate is not received by LightBox by the time of the first billing, sales tax will be charged even if such Box is checked. TERMS This Order Form is governed by and incorporates by reference the Master Services Agreement in effect as of the Commencement Date as negotiated by the parties and attached hereto for alternatively. to which this Order Form is attached]. Capitalized terms not defined herein shall retain the meaning in the Master Services Agreement. IN WITNESS WHEREOF, the parties hereto have caused this Order Form to be executed by their duly authorized officers or representatives, either by signature below or by electronic signature. Seal Beach, City of (Authorized Signature) (Printed Name) (Title) (Signature Date) Lightbox Parent, L.P. (Authorized Signature) (Printed Name) (Title) (Signature Date) Proprietary & Confidential Information Page 2 of 2 EXHIBIT B TERMS FOR COMPLIANCE WITH CALIFORNIA LABOR LAW REQUIREMENTS 1. This Agreement calls for services that, in whole or in part, constitute "public works" as defined in Division 2, Part 7, Chapter 1 (commencing with Section 1720) of the California Labor Code ("Chapter 1"). Further, Provider acknowledges that this Agreement is subject to (a) Chapter 1 and (b) the rules and regulations established by the Department of Industrial Relations ("DIR") implementing such statutes. Therefore, as to those Services that are "public works", Provider shall comply with and be bound by all the terms, rules and regulations described in 1(a) and 1(b) as though set forth in full herein. 2. California law requires the inclusion of specific Labor Code provisions in certain contracts. The inclusion of such specific provisions below, whether or not required by California law, does not alter the meaning or scope of Section 1 above. 3. Provider shall be registered with the Department of Industrial Relations in accordance with California Labor Code Section 1725.5, and has provided proof of registration to Client prior to the Effective Date of this Agreement. Provider shall not perform work with any subcontractor that is not registered with DIR pursuant to Section 1725.5. Provider and subcontractors shall maintain their registration with the DIR in effect throughout the duration of this Agreement. If Provider or any subcontractor ceases to be registered with DIR at any time during the duration of the project, Provider shall immediately notify Client. 4. Pursuant to Labor Code Section 1771.4, Provider's Services are subject to compliance monitoring and enforcement by DIR. Provider shall post job site notices, as prescribed by DIR regulations. 5. Pursuant to Labor Code Section 1773.2, copies of the prevailing rate of per diem wages for each craft, classification, or type of worker needed to perform the Agreement are on file at City Hall and will be made available to any interested party on request. Provider acknowledges receipt of a copy of the DIR determination of such prevailing rate of per diem wages, and Provider shall post such rates at each job site covered by this Agreement. 6. Provider shall comply with and be bound by the provisions of Labor Code Sections 1774 and 1775 concerning the payment of prevailing rates of wages to workers and the penalties for failure to pay prevailing wages. Provider shall, as a penalty to Client, forfeit $200.00 for each calendar day, or portion thereof, for each worker paid less than the prevailing rates as determined by the DIR for the work or craft in which the worker is employed for any public work done pursuant to this Agreement by Provider or by any subcontractor. 7. Provider shall comply with and be bound by the provisions of Labor Code Section 1776, which requires Provider and each subcontractor to: keep accurate payroll records and verify such records in writing under penalty of perjury, as specified in Section 1776; certify and make such payroll records available for inspection as provided by Section 1776; and inform Client of the location of the records. 8'. Provider shall comply with and be bound by the provisions of Labor Code Sections 1777.5, 1777.6 and 1777.7 and California Code of Regulations, Title 8, Section 200 et seq. concerning the employment of apprentices on public works projects. Provider shall be responsible for compliance 21 with these aforementioned Sections for all apprenticeable occupations. Prior to commencing work under this Agreement, Provider shall provide Client with a copy of the information submitted to any applicable apprenticeship program. Within 60 days after concluding work pursuant to this Agreement, Provider and each of its subcontractors shall submit to Client a verified statement of the journeyman and apprentice hours performed under this Agreement. 9. Provider shall not perform work with any Subcontractor that has been debarred or suspended pursuant to California Labor Code Section 1777.1 or any other federal or state law providing for the debarment of contractors from public works. Provider and subcontractors shall not be debarred or suspended throughout the duration of this Contract pursuant to Labor Code Section 1777.1 or any other federal or state law providing for the debarment of contractors from public works. If Provider or any subcontractor becomes debarred or suspended during the duration of the project, Provider shall immediately notify Client. 10. Provider acknowledges that eight hours labor constitutes a legal day's work. Provider shall comply with and be bound by Labor Code Section 1810. Provider shall comply with and be bound by the provisions of Labor Code Section 1813 concerning penalties for workers who work excess hours. Provider shall, as a penalty to Client, forfeit $25.00 for each worker employed in the performance of this Agreement by Provider or by any subcontractor for each calendar day during which such, worker is required or permitted to work more than eight hours in any one calendar day and 40 hours in any one calendar week in violation of the provisions of Division 2, Part 7,, Chapter 1, Article 3 ofthe Labor Code. Pursuant to Labor Code Section 1815, work performed by employees of Provider in excess of eight hours per day, and 40 hours during any one week shall be permitted upon public work upon compensation for all hours worked in excess of eight hours per day at not less than one and one-half times the basic rate of pay. 11. California Labor Code Sections 1860 and 3700 provide that every employer will be required to secure the payment of compensation to its employees. In accordance with the provisions of California Labor Code Section 1861, Provider hereby certifies as follows: "I am aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the work of this contract." 12. For every subcontractor who will perform work on the project, Provider shall be responsible for such subcontractor's compliance with Chapter 1 and Labor Code Sections 1860 and 3700, and Provider shall include in the written contract between it and each subcontractor a copy of those statutory provisions and a requirement that each subcontractor shall comply with those statutory provisions. Provider shall be required to take all actions necessary to enforce such contractual provisions and ensure subcontractor's compliance, including without limitation, conducting a periodic review of the certified payroll records of the subcontractor and upon becoming aware of the failure of the subcontractor to pay his or her workers the specified prevailing rate of wages. Provider shall diligently take corrective action to halt or rectify any failure. 13. To the maximum extent permitted by law, Provider shall indemnify, hold harmless and defend (at Provider's expense with counsel reasonably acceptable to Client) Client, its officials, officers, employees, agents and independent contractors serving in the role .of Client officials, and volunteers from and against any demand or claim for damages, compensation, fines, penalties or other amounts 22 arising out of or incidental to any acts or omissions listed above by any person or entity (including Provider, its subcontractors, and each of their officials, officers, employees and agents) in connection with any work undertaken or in connection with the Agreement, including without limitation the payment of all consequential damages, attorneys' fees, and other related costs and expenses. All duties of Provider under this Section shall survive the termination of the Agreement. 23 Page 1 of 2 '`�`R ©® CERTIFICATE OF LIABILITY INSURANCE DATE(MM/D2022� 10/31/2022 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(les) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Willis Towers Watson Northeast, Inc. c/o 26 Century Blvd P.O. Box 305191 CONTACT Willis Tourers Watson Certificate Center NAME: PHONE 1-877-945-7378 FAX 1-888-467-2378 C No Ext : A/C No): E-MAIL certificates@willis.com ADDRESS: INSURERS AFFORDING COVERAGE NAIC # Nashville, TN 372305191 USA INSURER A: Hartford Fire Insurance Company 19682 INSURED Digital Map Products, L.P. 5201 Califonia Avenue, Suite 200 INSURER B: Trumbull Insurance Company 27120 INSURERC: Hartford Casualty Insurance Company 29424 INSURERD: Hartford Accident and Indemnity Company 22357 Irvine, CA 92617 INSURERE: Arch Specialty Insurance Company 21199 INSURER F : COVERAGES CERTIFICATE NUMBER: W26565341 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INTR TYPEOFINSURANCE ADDLSUBR WVD pOUCYNUMBER MMOLIIDYEFF FOLIC(MMIDDEXP102 YYYl LIMITS X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE S 1,000,000 CLAIMS -MADE [X I OCCUR DAMAGE TRENTED 1,000,000 PREMISES Ea occurrence S MED EXP (Any one person) S 10,000 A y 10UUNHF7379 04/05/2022 04/05/2023 PERSONALA ADV INJURY S 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 POLICY [:] JECT D LOC [PRODUCTS - COMP/OP AGG S 2,000,000 I S OTHER: AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT S 1,000,000 Ea accident BODILY INJURY (Per person) S ANY AUTO B OWNED SCHEDULED AUTOS ONLY AUTOS IOUENDLO263 04/05/2022 04/05/2023 BODILY INJURY (Per accident) $ PROPERTYDAMAGE $ Per accident X HIRED X NON -OWNED AUTOS ONLY AUTOS ONLY $ C X UMBRELLA UAB X OCCUR EACH OCCURRENCE $ 5,000,000 AGGREGATE $ 5,000,000 EXCESS LIAB CLAIMS -MADE 1OXMMF6110 04/05/2022 04/05/2023 DED I X I RETENTIONS 1D, 000 $ D WORKERS COMPENSATION AND EMPLOYERS' LIABILITYSTATUTE ANYPROPRIETOR/PARTNER/EXECUTIVE Y / N OFFICER/MEMBEREXCLUDED7 No (Mandatory in NH) NIA y 10 WE AB2QX4 04/05/2022 04/05/2023 X ER E.L. EACH ACCIDENT $ 1,000,000 --- E.L. DISEASE -EA EMPLOYEE S 1,000,000 If yes, describe under , DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ 1,000,000 E Professional Liability C-4MY7-138046-CYBER-2022 10/29/2022 10/29/2023 Each Claim/Aggregate $10,000,000 Cyber Liability Each Incident/Agg $10,000,000 Retention Each Claim $250,000 DESCRIPTION OF OPERATIONS I LOCATIONS /VEHICLES (ACORD 101, Additional Remarks Schedule, maybe attached if more space is required) ADDITIONAL NAMED INSURED: LightBox Holdings, L.P., LightBox Intermediate Holdings, L.P., LightBox Intermediate, L.P., LightBox Parent, L.P., LightBox Employer, L.L.C., Digital Map Products, L.P., DMTI Holdings, L.P., EB Holdco LLC, ExactBid, LLC, Narrativel Holdings, LLC, The Sanborn Library, LLC, Environmental Data Resources, LLC, FirstSearch Technology, LLC, Microdot, LLC, realcapitalmarkets.com, LLC, Clientlook, LLC, DataFoxtrot, LLC. SEE ATTACHED CERTIFICATE HOLDER CANCELLATION ©1988-2016 ACORD CORPORATION. All rights reserved. ACORD 25 (2016103) The ACORD name and logo are registered marks of ACORD SR ID: 23269273 BATCH: 2725012 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE Evidence of Insurance A4 ©1988-2016 ACORD CORPORATION. All rights reserved. ACORD 25 (2016103) The ACORD name and logo are registered marks of ACORD SR ID: 23269273 BATCH: 2725012 AGENCY CUSTOMER ID: LOC #: �► ADDITIONAL REMARKS SCHEDULE Page 2 of 2 AGENCY NAMED INSURED Willis Towers Watson Northeast, Inc. Digital Map Products, L.P. 5201 California Avenue, Suite 200 Irvine, CA 92617 POLICY NUMBER See Page 1 CARRIER NAIC CODE See Page 1 See Page 1 EFFECTIVE DATE: See Page 1 THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER 25 FORM TITLE: Certificate of Liability Insurance Certificate Holder is included as an Additional Insured as respects to General Liability when required by written contract. Waiver of Subrogation applies in favor of Additional Insured with respects to Worker's Compensation, as permitted by law, when required by written contract. INSURER AFFORDING COVERAGE: Hartford Fire Insurance Company POLICY NUMBER: 10UUNHF7379 EFF DATE: 04/05/2022 EXP DATE: 04/05/2023 TYPE OF INSURANCE: LIMIT DESCRIPTION: Business Personal Property Limit Deductible Deductible Business Income & Extra Expense Limit ADDITIONAL REMARKS: Valuable Papers - Limit: $100,000 LIMIT AMOUNT: $500,000 $5,000 $1,000,000 NAIC#: 19682 AUUKU 1U1 (21JUSMI) © 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD SR ID: 23269273 BATCH: 2725012 CERT: W26565341 The insurance afforded herein for any subsidiary not named in this Coverage Part as a named insured does not apply to injury or damage with respect to which such insured is also a named insured under another policy or would be a named insured under such policy but for its termination or the exhaustion of its limits of insurance. 3. Newly Acquired Or Formed Organization Any organization you newly acquire or form, other than a partnership, joint venture or limited liability company, and over which you maintain financial interest of more than 50% of the voting stock, will qualify as a Named Insured if there is no other similar insurance available to that organization. However: a. Coverage under this provision is afforded only until the 180th day after you acquire or form the organization or the end of the policy period, whichever is earlier; b. Coverage A does not apply to "bodily injury" or "property damage" that occurred before you acquired or formed the organization; and c. Coverage B does not apply to "personal and advertising injury" arising out of an offense committed before you acquired or formed the organization. 4. Nonowned Watercraft With respect to watercraft you do not own that is less than 51 feet long and is not being used to carry persons for a charge, any person is an insured while operating such watercraft with your permission. Any other person or organization responsible for the conduct of such person is also an insured, but only with respect to liability arising out of the operation of the watercraft, and only if no other insurance of any kind is available to that person or organization for this liability. However, no person or organization is an insured with respect to: a. "Bodily injury" to a co -"employee" of the person operating the watercraft; or b. "Property damage" to property owned by, rented to, in the charge of or occupied by you or the employer of any person who is an insured under this provision. 6. Additional Insureds When Required By Written Contract, Written Agreement Or Permit The following person(s) or organization(s) are an additional insured when you have agreed, in a written contract, written agreement or because of a permit issued by a state or political subdivision, that such person or organization be added as an additional insured on your policy, provided the injury or damage occurs subsequent to the execution of the contract or agreement. Policy Number: 10 UUN HF7379 A person or organization is an additional insured under this provision only for that period of time required by the contract or agreement. However, no such person or organization is an insured under this provision if such person or organization is included as an insured by an endorsement issued by us and made a part of this Coverage Part. a. Vendors Any person(s) or organization(s) (referred to below as vendor), but only with respect to "bodily injury" or "property damage" arising out of "your products" which are distributed or sold in the regular course of the vendor's business and only if this Coverage Part provides coverage for "bodily injury' or "property damage" included within the "products -completed operations hazard". (1) The insurance afforded the vendor is subject to the following additional exclusions: This insurance does not apply to: (a) "Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; (b) Any express warranty unauthorized by you; (c) Any physical or chemical change in the product made intentionally by the vendor; (d) Repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; (e) Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; (f) Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; (g) Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or Page 12 of 21 HG 00 0109 16 Policy Number: 10 WE AB2QX4 EXTENDED OPTIONS 1. Employers' Liability Insurance Item 3.13. of the Information Page is replaced by the following: B. Employers' Liability Insurance: 1. Part Two of the policy applies to work in each state listed in Item 3.A. The Limits of Liability under Part Two are the higher of: Bodily Injury by Accident $500,000 Each Accident Bodily Injury by Disease $500,000 Policy Limit Bodily Injury by Disease $500,000 Each Employee OR The amount shown in the Information Page. 2. Unintentional Failure to Disclose Hazards If you unintentionally should fail to disclose all existing hazards at the inception date of your policy, we shall not deny coverage under this policy because of such failure. 3. Waiver of Our Right to Recover From Others A. We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against any person or organization for whom you perform work under a written contract that requires you to obtain this agreement from us. 1. SCHEDULE OF COVERED STATES PA This agreement shall not operate directly or indirectly to benefit anyone not named in the agreement. B. This provision 3. does not apply in the state of Utah. 4. Longshore and Harbor Workers' Compensation Act Coverage SECTION III A. This endorsement only applies in the states listed in this Schedule of Covered States. C. Schedule of Covered States: General Section C. Workers' Compensation Law is replaced by the following: C. Workers' Compensation Law Workers' Compensation Law means the workers or workers' compensation law and occupational disease law of each state or territory named in Item 3.A. of the Information Page and the Longshore and Harbor Workers' Compensation Act (33 USC Sections 901-950). It includes any amendments to those laws that are in effect during the policy period. It does not include any other federal workers or workers' compensation law, other federal occupational disease law or the provisions of any law that provide nonoccupational disability benefits. Part Two (Employers' Liability Insurance), C. Exclusions, exclusion 8, does not apply to work subject to the Longshore and Harbor Workers' Compensation Act. This coverage does not apply to work subject to the Defense Base Act, the Outer Continental Shelf Lands Act, or the Nonappropriated Fund Instrumentalities Act. B. If a state, shown in Item 3.A. of the Information Page, approves this endorsement after the effective date of this policy, this endorsement will apply to this policy. The coverage will apply in the new state on the effective date of the state approval Form WC 99 03 20 D Printed in U.S.A. Page 4 of 4