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d � 0 ;L AGREEMENT BETWEEN PICTOMETRY INTERNATIONAL CORP. AND 3 INDIAN RIVER COUNTY, FL ap ( 3 • 11 1 . This order form ("Order Form '), in combination with the contract components listed below. Section A: Product Descriptions, Prices and Payment Terms Section B : License Terms : • Delivered Content Terms and Conditions of Use • Online Services General Terms and Conditions • Web Visualization Offering Terms and Conditions • Software License Agreement Section C : Non-Standard Terms and Conditions (all of which, collectively, constitute the "Agreement ') set forth the entire understanding between Pictometry and Customer with respect to the subject matter hereof and supersedes all prior representations, agreements and arrangements, whether oral or written, relating to the subject matter hereof. Any modifications to the Agreement must be made in writing and be signed by duly authorized officers of each party. Any purchase order or similar document issued by Customer in connection with this Agreement is issued solely for Customer' s internal administrative purposes and the terms and conditions set forth on any such purchase order shall be of no force or effect as between the parties. 2 . In the event of any conflict among any contract components comprising the Agreement, order of precedence for resolving such conflict shall be, from highest (i.e. , supersedes all others) to lowest (i.e. , subordinate to all others) : Non-Standard Terms and Conditions, License Terms in order as listed above under the heading ` Section B : License Terms ' , and Order Form. 3 . All notices under the Agreement shall be in writing and shall be sent to the following respective addresses: CUSTOMER NOTICE ADDRESS PICTOMETRY NOTICE ADDRESS 1800 27th Street 100 Town Centre Drive Suite A Vero Beach, FL 32960 Rochester NY 14623 Attn: Will Rice GIS Coordinator Attn: Contract Administration Phone: 772 226- 1609 Fax: Phone: 585 486-0093 Fax: 585 486-0098 Either party may change their respective notice address by giving written notice of such change to the other party at the other party' s then-current notice address. Notices shall be given by any of the following methods : personal delivery; reputable express courier providing written receipt; or postage-paid certified or registered United States mail, return receipt requested. Notice shall be deemed given when actually received or when delivery is refused. 4. The Agreement, including all licenses granted pursuant to it, shall be binding upon and inure to the benefit of the parties hereto, their successors and permitted assigns, but shall not be assignable by either party except that (i) Pictometry shall have the right to assign its right to receive Fees under the Agreement, provided no such assignment shall affect Pictometry's obligations hereunder, and (ii) Pictometry shall have the right to assign all its rights under the Agreement to any person or entity, provided the assignee has assumed all of Pictometry's obligations under the Agreement. 5 . IN NO EVENT SHALL EITHER PARTY BE LIABLE, UNDER ANY CAUSE OF ACTION OF ANY KIND ARISING OUT OF OR RELATED TO THIS AGREEMENT (INCLUDING UNDER THEORIES INVOLVING TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR BREACH OF WARRANTY), FOR ANY LOST PROFITS OR FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR OTHER SPECIAL DAMAGES SUFFERED BY THE OTHER PARTY OR OTHERS , EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES . 6. With respect to any claims that Customer may have or assert against Pictometry on any matter relating to the Agreement, the total liability of Pictometry shall, in the aggregate, be limited to the aggregate amount received by Pictometry pursuant to the Agreement. 7 . The waiver by either party of any default by the other shall not waive subsequent defaults of the same or different kind. 8 . In the event that any of the provisions of the Agreement shall be held by a court or other tribunal of competent jurisdiction to be unenforceable, such provision will be enforced to the maximum extent permissible and the remaining portions of the Agreement shall remain in full force and effect. 9 . Pictometry shall not be responsible for any failure on its part to perform due to unforeseen circumstances or to causes beyond Page 1 of 16 Indian River County, FL — C127661 20130613 CMT-00047-20130520