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Content, all regardless of any assistance received in the use of the WVO Service from a Covered Party, (0 any delay or failure in performance beyond the
<br />reasonable control of a Covered Party, or (g) any content retrieved from the Internet even if retrieved or linked to from within the WVO Services.
<br />5.2 "Covered Party" means (a) Pictometry, its affiliates and any officer, director, employee, subcontractor, agent, successor, or assign of Pictometry or its
<br />affiliates; and (b) each third party supplier of any WVO Licensed Content, third party alliance entity, their affiliates, and any officer, director, employee,
<br />subcontractor, agent, successor, or assign of any third party supplier of any WVO Licensed Content or third party alliance entity and their affiliates.
<br />5.3 TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, ANDER NO CIRCUMSTANCES WILL TI IE AGGREGATE LIABILITY OF
<br />THE COVERED PARTIES IN CONNECTION WITH ANY CLAIM ARISING OUT OF OR RELATING TO THE WVO SERVICES OR THE WVO
<br />LICENSED CONTENT OR THIS WVO LICENSE AGREEMENT EXCEED THE LESSER OF YOUR ACTUAL DIRECT DAMAGES OR THE
<br />AMOUNT YOU PAID FOR THE WVO SERVICES IN THE TWENTY-FOUR MONTH PERIOD IMMEDIATELY PRECEDING THE DATE THE
<br />CLAIM AROSE. YOUR RIGHT TO MONETARY DAMAGES IN THAT AMOUNT SHALL BE IN LIEU OF ALL OTHER REMEDIES WHICH
<br />YOU MAY HAVE AGAINST ANY COVERED PARTY
<br />5.4 TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, NEITHER YOU NOR THE COVERED PARTIES WILL BE LIABLE FOR
<br />ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (INCLUDING, WITHOUT
<br />LIMITATION, ATTORNEYS' FEES) IN ANY WAY DUE TO, RESULTING FROM, OR ARISING IN CONNECTION WITH THE WVO
<br />SERVICES, THE WVO LICENSED CONTENT, OR THE FAILURE OF ANY COVERED PARTY TO PERFORM ITS OBLIGATIONS. THE
<br />FOREGOING LIMITATION OF LIABILITY SHALL NOT APPLY TO A PARTY'S INDEMNITY OBLIGATIONS OR YOUR (OR ANY OTHER
<br />WVO SERVICES USERS') INFRINGEMENT OF INTELLECTUAL PROPERTY OR MISAPPROPRIATION OF PROPRIETARY DATA
<br />BELONGING TO PICTOMETRY OR ITS THIRD PARTY SUPPLIERS.
<br />5.5 Notwithstanding anything to the contrary in this Section 5
<br />(a) If there is a breach of the warranty in Section 4 I above, then Pictometry, at its option and expense, shall either defend or settle any action and hold
<br />you harmless against proceedings or damages of any kind or description based on a third party's claim of patent, trademark, service mark, copyright
<br />or trade secret infringement related to usc.of the WVO Sctviecs.or the WVO Licensed Content, asserted against you by such third party provided:
<br />(i) all use of dee WVO Services and the WVO Licensed Content was in accordance with this WVO Licerisc Agreement; (ii) the claim, cause of
<br />action or infringement was not caused by you modifying or combining the WVO Services or the WVO Licensed Content with or into other
<br />products, applications, images or data not approved by Pictometry; (iii) you give Pictometry prompt notice of such claim; and (iv) you give
<br />Pictometry the right to control and direct the investigation, defense and settlement of such claim. You, at Pictomctry's expense, shall reasonably
<br />cooperate with Pictometry in connection with the foregoing
<br />(b) In addition to Section 5.5(a), if the WVO Services, thc operation thereof or the WVO Licensed Content become, or in the opinion of Pictometry are
<br />likely to become, the subject of a claim of infringement, Pictometry may, at its option and expense, either: (i) procure for you the right to continue
<br />using the WVO Services or the WVO Licensed Content, (ii) replace or modify the WVO Services or the WVO Licensed Content so that they
<br />become non -infringing; or (iii) terminate the WVO License Agreement on notice to you and grant you a pro -rata refund or credit (whichever is
<br />applicable) for any pre -paid fees or fixed charges.
<br />(c) The provisions of Sections 5.5(a) and (b) shall constitute your sole and exclusive remedy for thc respective matters specified therein.
<br />6. MISCELLANEOUS
<br />6.1 The terms and conditions of this WVO License Agreement may be changed from time to time immediately upon notice to you. Harty changes are made
<br />to this WVO License Agreement, such changes will (a) only be applied prospectively; and (b) not be specifically directed against you but will apply to
<br />all siinilarly situatcd'Pictomctry customers using the WVO Services. You may terminate this WVO Liccnsc Agreement upon written notice to
<br />Pictometry if any change to the terms and conditions of this WVO Liccnsc Agreement is unacceptable to you. For termination w be effective under this
<br />'Section 6.1, written notice of termination must be provided to Pictometry within 90 days of the effective date oldie change. Cohtinucd use of the WVO
<br />Services following the effective date of•any change constitutes acceptance of the change, but does not affect the foregoing termination,righL Except as
<br />provided above, this WVO Liccnsc Agreement may not he supplemented, modified or Otherwise revised unless signed by duly authorized representatives
<br />of both parties. Furthermore, this WVO License Agreement may not he supplemented, modified or otherwise revised by email exchange, even if the
<br />email contains a printed name or signature line bearing signature -like font. The foregoing does.not prohibit the execution of electronic contracts bearing
<br />electronic signatures of authorized representatives of both parties, provided such signatures include digital certifications or are otherwise authenticated.
<br />6.2 In the event of a breach of this WVO License Agreement by you or someone using the WVO Services,.Pictometry may temporarily suspend or
<br />discontinuc.providing access to the WVO Services without notice and Pictometry may pursue any other legal remedies avnilahte to it.
<br />6.3 All notices and other communications hereunder shall be in writing. Notices shall be deemed to have been properly given on the date deposited in the
<br />mail, if mailed or on the date received, if delivered in any other manner, Legal notices to Pictometry should be sent to Pictometry, Attn: General
<br />Counsel, 100 Town Centre Drive, Suite A, Rochester, New York 14623
<br />6.4 The failure of you, Pictometry, or any third party supplier of the WVO Services or any WVO Licensed Content to enforce any provision hereof shall not
<br />constitute or be construed as a waiver of such provision or of the right to enforce it at a later time,
<br />6.5 'You may not assign or otherwise transfer your rights or delegate your duties under this WVO Liccnsc Agreement without the prior written consent of
<br />Pictometry Any attempt by you to assign, transfer or delegate ynur.rights or obligations under this WVO License Agreement without Pictometry's
<br />consent shall be void, and shall also void the limited license granted to you by this WVO License Agreement. This WVO License Agreement and any
<br />amendment thereto shall be binding on, and will inure to the benefit of the parties and their respective succcssixs and permitted assigns.
<br />6.6 This WVO License Agreement shall be govemed by and interpreted in accordance with thc laws of the State of New York, excluding its conflicts of law
<br />principles. Unless you are a government entity, in the event that any legal proceedings we commenced with respect to any matter arising under this
<br />WVO License Agreement, thc parties specifically consent and agree that the courts of the State of New York or, in the alternative, the Federal Courts
<br />located in the State of New York shall have exclusive jurisdiction over each of the parties and over the subject matter of any such proceedings, and that
<br />the venue of any such action shall be in Monroe County, New York or the U S. District Court for the Western District of New York, as applicable.
<br />6.7 This WVO License Agreement will be enforced to the fullest extent pctmittcd by applicable law If any provision of this WVO License Agreement is
<br />held to be invalid or unenforceable to any extent, then (a) such provision will be interpreted, construed and reformed to the extent reasonably required to
<br />render it valid, enforceable and consistent with its original intent and (b) such invalidity or unenforceability will not affect any other provision of this
<br />WVO License Agreement.
<br />6 8 Where applicable, each affiliated company of Pictometry and each third party supplier of the WVO Services or any WVO Licensed Content has the right
<br />to assert and enforce the provisions of this WVO I.icense Agreement directly on its own behalf as a third party beneficiary
<br />6.9 In the event of a breach of your obligations under this WVO License Agreement or your payment obligations with respect to access to the WVO Services
<br />or the WVO Licensed Content, you agree to pay all of Pictometry's costs of'cnforcemcauand collection, including court costs and reasonable attorneys'
<br />fees.
<br />6.10 This WVO License Agreement constitutes the entire agreement of the parties with respect to its subject matter and replaces and supersedes any prior
<br />written or verbal communications, representations, proposals or quotations relating to that subject matter.
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<br />IEND OF WEB VISUALIZATION OFFERING TERMS AND CONDITIONS1
<br />Indian River County, FL— C170424 20150909 CMT -00047.20150715
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