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obligations to pay License Fees . Pictometry shall have no obligations under this Agreement except for those with regard
<br /> to the additional
<br /> Support, Upgrades and Maintenance for their Licensed Software. If Licensee renews this License Agreement for an additional
<br /> term, all
<br /> support, upgrades and maintenance on Licensed Products under a perpetual license shall be - provided at no charge to Licensee
<br /> during the term
<br /> of the renewal . Effective as of the expiration of the initial term as provided in Schedule A, Licensee will no longer be able
<br /> to add images to the
<br /> existing Image Library unless a renewal occurs .
<br /> 7.2 Termination for Cause. This Agreement may be terminated by either party in the event that the other party has failed
<br /> to perform a material
<br /> obligation , or has otherwise breached a material term of this Agreement, and `if that other party has failed to cure that failure
<br />. or breach within
<br /> thirty (30) days after receipt of written notice thereof from the other party .
<br /> 7.3 Effect of Termination . Upon termination of this Agreement as provided in Section 7 . 2 above, Licensee shall immediately cease
<br /> any and all
<br /> further use of the Licensed Products and shall promptly purge all copies of the Licensed Products from all computers
<br />and workstations on
<br /> which any of them may be stored or available at the time. Within thirty (30) days of the date of termination of this Agreement,
<br /> Licensee shall
<br /> . also pay Pictometry all amounts, if any, due hereunder. The provisions of. Articles 6, 7 , 8, 9 and 10 of this
<br /> Agreement shall survive any
<br /> termination of this Agreement.
<br /> 8. ARTICLE - INTELLECTUAL PROPERTY RIGHTS AND RESERVATION OF OWNERSHIP
<br /> 8. 1 Licensed Products. The parties acknowledge and agree that Pictometry shall have and retain sole and exclusive ownership and
<br /> all right, title,
<br /> and interest in and to any Licensed Images, Licensed Metadata, Licensed Software, Licensed DEM and Licensed Documentation
<br /> provided
<br /> under this Agreement and all copyrights, patents, trademarks, trade names, logos, trade secrets, and other proprietary rights
<br /> in or associated
<br /> with each of the Licensed Products (altogether the " Proprietary Rights" ) . Licensee agrees ; (a) that it will never assert
<br />or claim any interest in,
<br /> or do anything that may adversely affect the validity of, or infringe on, or affect Pictometry ' s right, title, and interest
<br /> in, any Proprietary Right,
<br /> and (b) that it will use reasonable efforts to protect the Proprietary Rights, including placing or maintaining all
<br /> copyright, patent, and other
<br /> notices . and other indications of Pictometry's ownership thereof on all Licensed Products and on all copies of Licensed Images
<br /> and all other
<br /> property of Pictometry when instructed by Pictometry, and (c) that it will notify Pictometry promptly after learning
<br /> about any actual or
<br /> suspected breach of any Proprietary Rights .
<br /> 8.2 Use of Pictometry' s Marks . Licensee agrees not to attach any additional trademarks, trade names, logos or designations
<br /> to any Licensed
<br /> Products or to any copies of any of the Licensed Images without prior written approval from Pictometry. Licensee may, however,
<br /> include a
<br /> Licensee seal and Licensee ' s contact information so long as the seal and contact information in no way obscure or deface the Pictometry
<br /> marks.
<br /> Licensee further agrees that Licensee will not use any Pictometry trademark, trade name, logo, or designation in connection with any
<br /> product or
<br /> service other than the Pictometry Licensed Images and the other Pictometry Licensed Products. Licensee ' s
<br />nonexclusive right to use
<br /> Pictometry ' s trademarks, trade name, logos, and designations is coterminous . with this Agreement.
<br /> 8 .3 Electronic and Other Publishing. Except as provided in Article 3 . 1 of this Agreement, Licensee is specifically prohibited
<br /> from publishing .
<br /> any Licensed Products (other than Licensed Images) in any way, whether separately or as part of any other publication. For
<br /> these purposes,
<br /> publishing includes , making available on the Internet or World Wide Web or any other general access electronic network, method or medium
<br />.
<br /> 8.4 Confidentiality of Licensed Products . The Licensed Products are commercially valuable, proprietary products owned by
<br />Pictometry, the
<br /> design and development of which reflect an investment of considerable time, effort, and money. The Licensed
<br /> Products are treated by
<br /> Pictometry as confidential and contain substantial trade secrets of Pictometry. Licensee agrees that it will not disclose, provide
<br /> a copy of, or
<br /> disseminate the Licensed Products (other than Licensed Images) or any part thereof to any person who does not need to
<br />obtain access thereto
<br /> consistent with Licensee's rights and obligations under this Agreement. Licensee agrees to use its best efforts to assure (a) that
<br /> all its personnel ,
<br /> and any others afforded access to the Licensed Products, will protect the Products against unauthorized
<br /> use, disclosure, copying, and
<br /> dissemination, and (b) that access to the Licensed Products and each part thereof will be strictly limited . Licensee understands
<br />that Pictometry
<br /> does not disclose source code and Licensee agrees that it will take all reasonable actions to assure that persons who might
<br /> access the Licensed
<br /> Software will not " unlock" or ." reverse engineer" any part of the Licensed Software so as to find or uncover
<br /> the source code or other trade
<br /> secrets included therein .
<br /> 9. ARTICLE - LIMITED WARRANTY ; DISCLAIMER OF WARRANTIES ; LIMITED REMEDIES
<br /> 9. 1 Limited Warranties. Pictometry warrants that the Licensed Images and the Licensed Products installed by Pictometry on
<br /> any Authorized
<br /> Workstation supplied by Licensee pursuant to this Agreement will be true and usable copies as of the
<br />date of capture . Upon notice to
<br /> Pictometry of any breach of that warranty, Pictometry will use its reasonable efforts to correct the problem so as to allow the
<br /> Licensed Products .
<br /> to produce Images and related data that are usable for the general purposes intended . The foregoing warranty is the sole and
<br />exclusive warranty
<br /> that Pictometry makes with respect to the Licensed Products, and the remedy set forth above is the sole and exclusive remedy for
<br /> breach of that
<br /> warranty.
<br /> 9.2 Disclaimer of Other Warranties . Except as provided in Section 9 . 1 above, EACH OF THE LICENSED PRODUCTS IS PROVIDED
<br /> TO
<br /> LICENSEE " AS IS " AND "WITH ALL FAULTS . " PICTOMETRY MAKES NO OTHER WARRANTIES OR REPRESENTATIONS OF
<br /> ANY KIND, EXPRESS, IMPLIED, OR STATUTORY , ALL IMPLIED WARRANTIES , INCLUDING BUT NOT LIMITED TO
<br /> WARRANTIES OF PERFORMANCE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY , AND
<br /> NONINFRINGEMENT, ARE HEREBY DISCLAIMED AND EXCLUDED BY PICTOMETRY .
<br /> 9.3 Limitations and Exclusions of Remedies. The remedy set forth in Section 9. 1 is the sole and exclusive remedy provided
<br /> for breach of the
<br /> . warranty given. With respect to any other claims that Licensee may have at any time against Pictometry
<br /> on any matter relating to this
<br /> Agreement, or the installation, operation, design, distribution, or use of the Licensed Products, the total liability of
<br /> Pictometry shall in the
<br /> aggregate be limited to the aggregate amounts of money that Licensee has paid to Pictometry under. this Agreement. In addition,
<br /> because of
<br /> scheduling and other considerations in preparing current Licensed Images, Pictometry cannot assure delivery of the Licensed Products
<br /> on a
<br /> specified delivery date, and Pictometry shall not be liable for any such late delivery except in a case
<br /> of its gross negligence or willful
<br /> misconduct. IN NO EVENT SHALL EITHER PARTY BE * LIABLE, UNDER ANY CAUSE. OF ACTION OF ANY KIND ARISING OUT
<br /> OF OR RELATED TO THIS AGREEMENT, THE LICENSED PRODUCTS , OR IMAGES (INCLUDING UNDER THEORIES
<br /> INVOLVING TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR BREACH OF WARRANTY), FOR ANY LOST PROFITS
<br /> OR FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR OTHER SPECIAL DAMAGES SUFFERED BY THE
<br /> OTHER PARTY OR BY ITS CUSTOMERS OR OTHERS, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
<br /> DAMAGES .
<br /> 9.4 Imagery Specifications . Ground Sample Distance (" GSD") may be affected by Air Traffic Control or terrain restrictions . Images
<br /> shall have
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