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(2 ) For Persons Doing Business With Licensee ("Project Participants") . Under the supervision of Authorized
<br /> Users, allow
<br /> representatives of persons doing business with the Licensee or an Authorized Subdivision on Licensee Projects (defined below)
<br /> to use and execute the Licensed Software at the Licensee ' s or Authorized Subdivisions ' facilities only. For these
<br /> purposes,
<br /> " Licensee Projects shall mean any plan or effort, tangible or intangible, such as construction, real estate disposition,
<br /> facilities
<br /> management, environmental studies, or public information brochures or notices used or to be used by the .
<br /> Licensee or an
<br /> Authorized Subdivision in pursuit of its public responsibilities. The Licensee or Authorized Subdivisions shall cause
<br /> each
<br /> Project Participant to agree to use the hard copies (orjpg copies) of Licensed Images solely in connection with the Licensee '
<br />s or
<br /> Authorized Subdivision ' s Project.
<br /> (3 ) For Public Use. Through Authorized Users only, to use and execute the Licensed Software solely for the purpose of making
<br /> hard copies and/or digital copies of Licensed Images for persons desiring them (which copies may contain annotations of
<br /> information stored in the Licensed Software and related to the property shown). Reproductions of individual ( or limited
<br /> quantities of) Licensed Images using the Licensed Software, or reproduction or copying of the Licensed Images in any form by
<br /> any other means by Licensee or an Authorized Subdivision thereof, shall be permitted for distribution to Licensee ' s or
<br /> Subdivision ' s constituency and/or public users. Licensee may charge reproduction fees or no fees to the persons or entities
<br /> receiving the Images . The foregoing not withstanding, Licensee may not distribute images directly or indirectly to Google or
<br /> Google Affiliates .
<br /> 3.2 Limitations on License . Licensee agrees : (a) that nothing under this Agreement authorizes it to engage in any service bureau
<br /> work, to exercise
<br /> or provide any multiple-user license, or to enter into any time-sharing arrangement, except as expressly authorized with respect
<br /> to Authorized
<br /> Subdivisions, (b) that Licensee will not authorize or allow any remote access , by any unauthorized persons, to the Licensed Products
<br /> except as
<br /> expressly provided in this Agreement for Licensee and Authorized Subdivisions workstations, (c) that Pictometry shall not
<br />be obligated to
<br /> revise, improve, or otherwise change the Licensed Software in any way, (d) that the Licensee is responsible for selecting Authorized
<br /> Users who
<br /> are qualified to operate the Licensed Products on licensee workstations and are familiar with the Licensed Products and trained
<br /> as provided in .
<br /> Section 2 .3 , (e) that the Licensee and its Authorized Subdivisions may not copy, download, store, publish, transmit, transfer,
<br /> sell , or otherwise
<br /> install or use the Licensed Products (except for Licensed Images) in any form or by any means, except ( i) as expressly
<br /> permitted by this
<br /> Agreement, ( ii ) with Pictometry's prior written permission, or (iii) to the extent not expressly prohibited by this Agreement,
<br /> as allowed under
<br /> the fair use provision of the Copyright Act ( 17 U . S . Ce § 107) . Licensee agrees that it will deliver to all
<br />recipients of any hard copies, and to
<br /> any other persons who may have access to any of the Images, all such disclaimers and other information so
<br /> as to assist those persons in
<br /> understanding the limitations on the accuracy of the information developed through the Licensed Products. For purposes of this Agreement,
<br /> service bureau work shall be deemed to include, without limitation , use of the Licensed Products to process or to generate
<br /> output data for the
<br /> benefit of or for purposes of, rendering services to , any third party over the Internet or other public communications
<br /> medium . Authorized
<br /> access through designated servers and workstations includes remote access by Licensee ' s employees for the business/governmental purposes of
<br />.
<br /> Licensee .
<br /> 3.3 Pictometry ' s Reserved Rights . Pictometry reserves the right, at its sole discretion and without liability to Licensee, to create
<br /> new versions of,
<br /> or modules, with additional functionality for any part of the Licensed Products, which may be acquired on a nonexclusive
<br /> basis by Licensee
<br /> under a separate agreement. Pictometry may, in addition, produce upgrades to enhance operations of the Licensed Products, which
<br /> will be
<br /> supplied without additional cost to Licensee during the initial term of this License Agreement.
<br /> 4. ARTICLE - LICENSE FEES
<br /> 4. 1 License Fees. In consideration for the License, and subject to the other terms and conditions of this Agreement, the Licensee
<br /> hereby agrees to
<br /> pay to Pictometry the fees described on Schedule A (altogether the "License Fees") and payment shall be made as provided
<br /> in Schedule A.
<br /> Any tax, including sales tax, is in addition to the License Fees and is the responsibility of the Licensee unless documentation
<br /> of tax exemption
<br /> is provided to Pictometry . All License Fees shall be earned on the date Licensed Products are shipped . For the convenience
<br /> of the Licensee,
<br /> the payment of these fees may be spread over the initial term of this Agreement as provided on the attached Schedule A.
<br /> 5. ARTICLE - OBLIGATIONS OF LICENSEE
<br /> 5. 1 Geographic Data . If available, Licensee agrees to provide to Pictometry geographic data in industry standard format,
<br /> shape, DBF, etc . ,
<br /> including digital elevation models, street centerline maps, tax parcel maps, centroids, etc. , which data, to
<br />the extent practicable, shall be
<br /> incorporated into the Image Library licensed to the Licensee. Licensee agrees that any of this data that is owned by
<br /> the Licensee, may be
<br /> distributed by Pictometry with the Image Library that is used in the Pictometry On-Line product and in licensing the
<br /> Image Library to other
<br /> licensees . At no time shall Pictometry claim ownership of that data. 11
<br /> 5.2 Notification . Licensee will : (a) notify Pictometry in writing of any claim or proceeding involving any of the Licensed Products
<br /> within ten ( 10)
<br /> days after Licensee learns of the claim or proceeding; and (b) report promptly to Pictometry all claimed or suspected
<br /> defects in any Licensed
<br /> Product,
<br /> 6. ARTICLE - ASSIGNM,ENT
<br /> 6. 1 General . The provisions of this Agreement shall be binding upon and inure to the benefit of the parties, their successors
<br /> and permitted assigns,
<br /> but shall not be assignable by either party except as provided in Sections 6 .2 and 6 . 3 below.
<br /> 6.2 Assignment By Licensee. This Agreement will not be assignable by Licensee, and Licensee may not delegate its duties hereunder
<br /> without the
<br /> prior written consent of Pictometry.
<br /> 6.3 Assignment By Pictometry. Pictometry shall have the right to assign its rights to receive License Fees under this
<br /> Agreement, but no such
<br /> assignment shall affect Pictometry' s obligations hereunder. In addition, Pictometry shall have the right to assign all its
<br /> rights to any person or
<br /> entity, provided the assignee has assumed all of Pictometry' s obligations under this Agreement. Except as provided above in
<br /> this Section 6 . 3 ,
<br /> this Agreement will not be assignable by Pictometry.
<br /> 7. ARTICLE - DURATION AND TERMINATION OF LICENSE
<br /> 7. 1 Initial Term . The initial term of this Agreement shall commence upon the shipment of substantially all of the Image Warehouse
<br /> and the initial
<br /> term shall expire as indicated on Schedule A, unless the parties enter into a written agreement extending that initial
<br /> term. At the end of that
<br /> initial term of this Agreement, and after all License Fees for the initial term have been paid, this License
<br /> shall automatically convert to a
<br /> royalty—free, perpetual license and Pictometry shall allow the Licensee to keep, use, and operate the Licensed Products forever.
<br /> Licensee will
<br /> be responsible for ongoing support/maintenance/upgrade fees for this Perpetual License unless the Licensee has renewed
<br /> this License for
<br /> additional Image Libraries . Under the Perpetual License, Licensee ' s obligations under this agreement shall continue in perpetuity
<br /> except for its
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