|
O 23` ICo� 1 !
<br /> PICTOMETRY INTERNATIONAL CORP . 8 L
<br /> GENERAL LICENSE TERMS AND CONDITIONS aol f I (p ;
<br /> THIS AGREEMENT is made as of the date set forth below (the " Effective Date") by and between Pictometry
<br /> International , Corp . , a Delaware
<br /> corporation with offices at 100 Town Centre Drive, Suite A, Rochester, NY 14623 ('Pictometry " ) , and Indian River County,
<br />FL with offices located at
<br /> 1800 27th Street, Vero Beach, FL 32960 (the " Licensee " ) .
<br /> Intending to be legally bound, Pictometry and the Licensee (each a " party") hereby agree :
<br /> 1 . ARTICLE — DEFINITIONS for purposes of this Agreement:
<br /> 1 . 1 " Pictometric Licensed Images " (" Licensed Images" ) means orthogonal and oblique digital images of portions
<br />of the earth ' s surface,
<br /> captured from airborne platforms using Pictometry ' s patented and proprietary hardware and software capture system.
<br /> 1 .2 " Community Images " ( " Cl " ) means a set of views, each covering an entire Image Sector. One view from directly overhead
<br /> and other views
<br /> from different oblique angles .
<br /> 1 .3 " Neighborhood Images " (" NI " ) means a set of overlapping, orthogonal and oblique views blanketing the entire sector, providing for
<br /> a higher
<br /> degree of detail than Community Images.
<br /> 1 .4 " Image Sector" means a portion of an image collection project and defined as approximately one square mile in area.
<br /> 1 .5 " Geographic MetaData " (" Metadata") means data supplied by Pictometry that is captured from airborne platforms
<br /> using Pictometry ' s
<br /> patented and proprietary hardware and software capture system.
<br /> 1 . 6 " Electronic Field Study " ( " EFS " ) means, a proprietary software and file structure package that allows
<br /> for the display, navigation,
<br /> measurement, annotation and analysis of Pictometric Licensed Images.
<br /> 1 . 7 " Pictometry Licensed Software" (" Licensed Software" ) means any proprietary software provided by Pictometry. This includes,
<br /> but is not
<br /> limited to, programs such as EFS and Change Analysis and program modules such as 911 or GIS integration / interfaces. el
<br /> 1 .8 " Image Warehouse " (" IW" ) means . a hierarchical storage system of Pictometric Images, as well as data and elevation
<br /> models, that allows
<br /> fast, random access by geo-location .
<br /> 1 .9 " Digital Elevation Model " ("DEM" ) means a general definition fora file containing ground elevation data. This may be
<br /> a digital elevation
<br /> model, a digital terrain model, or a reflective surface model and is meant to encompass all means of production, including
<br /> LIDAR and stereo
<br /> pairs.
<br /> 1 . 10 " Licensed Documentation " (" Documentation " ) means written and/or electronic materials containing instructions and
<br /> other information
<br /> related to the use of the Licensed Images and the Licensed Software:
<br /> 2 . ARTICLE — GENERAL
<br /> 2. 1 Licensed Products. This Agreement pertains to the particular Images described in Schedule A and attached to this Agreement
<br /> (the " Licensed
<br /> Images " ), the particular copies of the Software listed in Schedule A (the " Licensed Software" ), the associated
<br /> Metadata (the "Licensed
<br /> Metadata"), and the DEM described in Schedule A attached to this Agreement (the " Licensed DEM " ),
<br /> all of which, along with the
<br /> Documentation , are together referred to as the " Licensed Products . " The terms and conditions of this Agreement may also
<br /> apply to other
<br /> products or .services that may from time to time be licensed from Pictometry by the Licensee .
<br /> 2.2 System Installation . Pictometry shall install a copy of the Licensed Products on storage media either provided by Licensee or
<br />purchased from
<br /> Pictometry, as specified in Schedule A. With the assistance of Piciometry, the Licensee will install the Licensed Products from that
<br /> media onto
<br /> computers, including server computers. The Licensee will be responsible for assuring that the computer system being used for these
<br /> purposes
<br /> will satisfy the minimum system requirements set forth on Schedule A. Licensee and its Authorized Subdivisions (as provided in
<br /> Section 2 . 3 )
<br /> may use and execute the Licensed Software for official purposes only.
<br /> 2 .3 Licensee May Authorize Subdivisions and Users. The Licensee may authorize any department, sub unit, or location within
<br />the Licensee
<br /> (hereinafter " Authorized Subdivisions" ) to have the Licensed Products installed on computers owned (or leased) and used by those
<br />Authorized
<br /> Subdivisions . The installation of the Licensed Imagery and EFS, and the training of the Licensee and Authorized Subdivision
<br /> Personnel
<br /> ("Authorized Users"), may be , performed only by Pictometry or by the Licensee ' s employees who have received
<br /> special training from
<br /> Pictometry. All Authorized Subdivisions and Authorized Users shall operate under this Agreement as agents of the Licensee and comply
<br /> with
<br /> all obligations of Licensee with respect to the use and distribution of the Licensed Products, and Pictometry may look to the Licensee
<br /> alone for
<br /> assuring compliance with the terms and conditions of this Agreement. Licensee agrees : (a) that it will not allow
<br /> any persons other than
<br /> Authorized Users to use or operate, or to have any other access to , any of the Licensed Products (other than as described
<br /> in Article 3 . 1 of this
<br /> Agreement), (b) that it will not allow access to any of the Licensed Software except through Licensee
<br /> and Authorized Subdivisions
<br /> workstations, and (c) that it will cause all Authorized Users to comply with all of the terms, conditions,
<br /> and limitations applicable to the
<br /> Licensee under this Agreement.
<br /> 3. ARTICLE - GRANT OF LICENSE
<br /> 3. 1 License Grant, Uses and Certain Fees. In consideration for the payment of the License Fees provided for in Article
<br /> 4 below, and subject to
<br /> the other terms and conditions of this Agreement, Pictometry hereby grants to Licensee, and Licensee hereby
<br /> accepts, a nonexclusive,
<br /> nontransferable, limited license (the " License " ) for the following :
<br /> (a) Installation . To install the Image Warehouse on servers and install related Licensed Products on workstations, all of which shall
<br /> be owned
<br /> (or leased) by, shall be located on the owned or leased property of, shall be under the control of, and shall be used
<br /> only by the Licensee or
<br /> by Authorized Subdivisions . None of the Licensed Products (except Licensed Images) shall be accessed except through
<br />such designated
<br /> servers and workstations .
<br /> (b) Documentation . To copy and use the related Documentation included in the Licensed Products in connection
<br /> with the activities
<br /> described in this Section 3 . 1 .
<br /> (c) Uses. Through Authorized Users only, to use and operate the Licensed Software on those designated servers and workstations
<br /> in the
<br /> conduct of the public business of the Licensee, or of the Authorized Subdivisions, and to use the Licensed
<br /> Products in the following
<br /> activities (and no others) :
<br /> ( 1 ) For Internal Business . To use and execute the Licensed Products for internal pursuit of its or their public responsibilities
<br />.
<br /> Page 1 of 5 05012009b
<br />
|