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SECTION B LICENSE TERMS
<br /> PICTOMETRY SOFTWARE
<br /> LICENSE AGREEMENT
<br /> PLEASE READ THIS SOFTWARE LICENSE AGREEMENT (" LICENSE") CAREFULLY BEFORE DOWNLOADING, INSTALLING OR USING
<br /> THE SOFTWARE. BY USING THE SOFTWARE, YOU AGREE TO THE TERMS OF THIS LICENSE. IF YOU DO NOT AGREE TO THE TERMS
<br /> OF THIS LICENSE, DO NOT DOWNLOAD, INSTALL OR USE THE SOFTWARE.
<br /> 1 . GENERAL. The software ("Pictometry Software") and any written materials that accompany the software ("Documentation") in any media or form
<br /> are
<br /> licensed, not sold, to you by Pictometry International Corp. ("Pictometry") for use only under the terms of this License. Pictometry reserves all rights
<br /> not
<br /> expressly granted to you in this License.
<br /> 2, LICENSE. Subject to the terms and conditions of this License, you are granted a limited, non-transferable, terminable, non-sublicenseable, non-exclusive
<br /> license to install and use the Pictometry Software and the Documentation (collectively, the "Proprietary Materials') solely for internal use. Use of
<br />the
<br /> functionality provided by the Pictometry Software other than for your internal use is prohibited, except with the prior written approval of Pictometry.
<br /> You may
<br /> make one copy of the Pictometry Software in machine-readable form for backup purposes only; provided that the backup copy must include all copyright
<br />and
<br /> other proprietary notices contained in the original. You will not and will not enable others to decompile, reverse engineer, disassemble, attempt to
<br />derive the
<br /> source code of, decrypt, modify, create derivative works of, or tamper with or disable any security or monitoring features within the Pictometry Software.
<br /> Any
<br /> attempt to do so is a violation of the rights of Pictometry and its licensors.
<br /> 3 . TITLE. The Proprietary Materials are confidential information of, trade secrets of, and are proprietary to Pictometry. Title to the Proprietary
<br /> Materials is and
<br /> will remain in Pictometry and its licensors. All applicable rights to patents, copyrights, trademarks, trade secrets, and other intellectual property
<br /> rights in the
<br /> Proprietary Materials are and will remain in Pictometry and its licensors. You will not assert any right, title or interest in the Proprietary Materials
<br /> provided to
<br /> you under this License, except for the express license granted to you hereunder. You will not remove any copyright or other proprietary notice or
<br />legend
<br /> contained on or included in any Proprietary Materials and you will reproduce all such information on all copies made hereunder. You will keep the
<br />Proprietary
<br /> Materials free of all claims, liens and encumbrances.
<br /> 4. DISCLAIMERS OF WARRANTY. USE OF THE PICTOMETRY SOFTWARE IS AT YOUR SOLE RISK, TO THE MAXIMUM EXTENT
<br /> PERMITTED BY APPLICABLE LAW, THE PICTOMETRY SOFTWARE IS PROVIDED "AS IS", WITH ALL FAULTS AND WITHOUT WARRANTY
<br /> OF ANY KIND, AND PICTOMETRY HEREBY DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE PICTOMETRY SOFTWARE, WHETHER
<br /> EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND OF
<br /> FITNESS FOR A PARTICULAR PURPOSE, PICTOMETRY DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN OR PROVIDED BY
<br /> THE PICTOMETRY SOFTWARE WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE PICTO1vIETRY SOFTWARE WILL BE
<br /> UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE PROPRIETARY MATERIALS WILL BE CORRECTED.
<br /> 5. LIMITATION OF LIABILITY. IN NO EVENT WILL PICTOMETRY BE LIABLE FOR ANY INCIDENTAL, SPECIAL, INDIRECT OR
<br /> CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA,
<br /> BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES ARISING OUT OF OR RELATED TO YOUR USE OR
<br /> INABILITY TO USE THE PICTOMETRY SOFTWARE, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT
<br /> OR OTHERWISE), EVEN IF PICTOMETRY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, IN NO EVENT WILL
<br /> PICTOMETRY'S TOTAL LIABILITY TO YOU FOR ALL DAMAGES (OTHER THAN AS MAY BE REQUIRED BY APPLICABLE LAW IN CASES
<br /> INVOLVING PERSONAL INJURY) CAUSED BY, ARISING OUT OF OR IN ANY WAY RELATED TO THE PICTOMETRY SOFTWARE EXCEED
<br /> THE AMOUNT OF FIFTY DOLLARS ($50.00). THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF
<br /> ITS ESSENTIAL PURPOSE.
<br /> 6. TERMINATION. This License will terminate automatically without notice from Pictometry if you fail to comply with any term of this License.
<br /> Upon the
<br /> termination of this License, you will cease all use of the Pictometry Software and destroy all copies, full or partial, of the Proprietary Materials.
<br /> T MISCELLANEOUS PROVISIONS.
<br /> A. Restricted Rights Pictometry Software acquired with United States Government funds or intended for use within or for any United States federal
<br /> agency is provided with "Restricted Rights" as defined in DFARS 252.2274013, Rights in Technical Data and Computer Software and FAR 52.227- 14,
<br /> Rights in Data-General, including Alternate III, as applicable. Pictometry must be notified in advance of any license grants to United States federal
<br /> governmental entities. The Pictometry Software is developed for general use in a variety of applications and is not developed or intended for use in
<br /> any
<br /> inherently dangerous applications or applications that could lead to property damage, personal injury or death. If you use the Pictometry Software in
<br /> such
<br /> applications, then you will be responsible for taking all appropriate fail-safe, backup, redundancy, and other measures to ensure the safe use of the
<br /> Pictometry Software in such applications, including but not limited to, in any nuclear, aviation, mass transit, public safety or medical applications.
<br /> B. Foreign Trade Restrictions The parties acknowledge that certain information, software technology, accompanying documentation and technical
<br /> information may be subject to United States export control laws. You will not directly or indirectly export or reexport the Pictometry Software in
<br />violation
<br /> of the Export Administration Regulations of the U.S. Department of Commerce.
<br /> C. Governing Law. This License will be governed by and interpreted in accordance with the laws of the State of New York, excluding its conflict
<br /> of laws
<br /> principles.
<br /> D. Assignment You may not assign this License without Pictometry's prior written consent. Any assignment in violation of this License will be
<br />null, void
<br /> and of no force and effect. For all purposes under this License, any merger, consolidation, spin-off, acquisition or change-in-control will be deemed
<br /> an
<br /> assignment.
<br /> E. Partial Invalidity; Survival. If any provision of this License is held invalid or unenforceable by competent authority, that provision will
<br /> be construed so
<br /> as to be limited or reduced to be enforceable to the maximum extent compatible with the law as it will then appear. The total invalidity or unenforceability
<br /> of
<br /> any particular provision of this License will not affect its other provisions and this License will be construed in all respects as if the invalid or
<br />unenforceable
<br /> provision were omitted. The provisions of this License that by their nature would survive its termination will survive indefinitely.
<br /> Page 13 of 16 Indian River County, FL — C127661 20130613 CMT-00047-20130520
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