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SECTION B LICENSE TERMS
<br />PICTOMETRY DELIVERED CONTENT
<br />TERMS AND CONDITIONS OF USE
<br />These Pictometry Delivered Content Terms and Conditions of Use (the '"Delivered Content Terms and Conditions") in combination with the corresponding
<br />Agreement into which these terms are incorporated, collectively set forth the terms and conditions that govern use of Delivered Content (as hereinafter defined) for
<br />use within computing environments operated by parties other than Pictometry As used in the Delivered Content Terms and Conditions the terms you" and `your"
<br />in uppercase or lowercase shall mean the Customer that entered into the Agreement into which the Delivered Content Terms and Conditions are incorporated.
<br />1. DEFINITIONS
<br />1.1 "Authorized Subdivision" means, if you are a county or a non -state consortium of counties, any political unit or subdivision located totally or substantially
<br />within your boundaries that you authorize to have access to Delivered Content pursuant to the Delivered Content Terms and Conditions.
<br />1.2 "Authorized System" means a workstation or server that meets each of the following criteria (i) it is owned or leased by you or an Authorized Subdivision,
<br />(ii) it is located within and only accessible from facilities that are owned or leased by you or an Authorized Subdivision, and (iii) it is under the control of
<br />and may only be used by you or Authorized Subdivisions.
<br />1.3 "Authorized User" means any employee of you or Authorized Subdivisions that is authorized by you to have access to the Delivered Content through an
<br />Authorized System.
<br />1.4 "Delivered Content" means the images, metadata, data layers, models, reports and other geographic or structural visualizations or embodiments included
<br />in, provided with, or derived from the information delivered to you by or on behalf of Pictometry pursuant to the Agreement.
<br />1.5 "Project Participant" means any employee or contractor of persons or entities performing services for compensation for you or an Authorized Subdivision
<br />that has been identified by written notice to Pictometry prior to being granted access to Delivered Content and, unless Pictometry expressly waives such
<br />requirement for any individual, has entered into a written agreement with Pictometry authorizing such access.
<br />2. GRANT OF RIGHTS; RESTRICTIONS ON USE; OWNERSHIP
<br />2.1 Subject to the terms and conditions of the Agreement, you are granted nonexclusive, nontransferable, limited rights to:
<br />(a) install the Delivered Content on Authorized Systems;
<br />(b) permit access and use of the Delivered Content through Authorized Systems by
<br />(i) Authorized Users for performance of public responsibilities of you or Authorized Subdivisions that are to be performed entirely within
<br />facilities of you or Authorized Subdivisions;
<br />(ii) Project Participants under the supervision of Authorized Users for performance of tasks or preparation of materials using only hard copies
<br />(or jpg copies) of Delivered Content solely for fulfilling public responsibilities of you or Authorized Subdivisions to be performed entirely
<br />within facilities of you or Authorized Subdivisions; and
<br />(iii) individual members of the public, but only through Authorized Users.and solely for the purpose of making hard copies or jpg copies of
<br />images of individual properties or structures (but not bulk orders of multiple properties or structures) to the individual members of the public
<br />requesting them.
<br />2.2 You may not reproduce, distribute or make derivative works based upon the Delivered Content in any medium, except as expressly permitted in the
<br />Delivered Content Terms and Conditions.
<br />2.3 You may not offer any part of the Delivered Content for commercial resale or commercial redistribution in any medium.
<br />2.4 You may not distribute or otherwise make available any Delivered Content to Google or its affiliates, either directly or indirectly
<br />2.5 You may not exploit the goodwill of Pictometry, including its trademarks, service marks, or logos, without the express written consent of Pictometry
<br />2.6 You may not remove, alter or obscure copyright notices or other notices contained in the Delivered Content.
<br />2.7 All right, title, and interest (including all copyrights, trademarks and other intellectual property rights) in Delivered Content in all media belong to
<br />Pictometry or its third party suppliers. Neither you nor any users of the Delivered Content acquire any proprietary interest in the Delivered Content, or any
<br />copies thereof, except the limited use rights granted herein.
<br />3. OBLIGATIONS OF CUSTOMER
<br />3.1 Geographic Data. If available, you agree to provide to Pictometry geographic data in industry standard format (e.g., shape, DBF) including, but not limited
<br />to, digital elevation models, street centerline maps, tax parcel maps and centroids, which data, to the extent practicable, shall be incorporated into the
<br />Delivered Content. You agree that any of this data that is owned by you may be distributed and modified by Pictometry as part of its products and services,
<br />provided that at no time shall Pictometry claim ownership of that data.
<br />3.2 Notification. You shall (a) notify Pictometry in writing of any claims or proceedings involving any of the Delivered Content within ten (10) days after
<br />you learn of the claim or proceeding, and (b) report promptly to Pictometry all claimed or suspected defects in Delivered Content.
<br />3.3 Authorized User Compliance. You shall at all times be responsible for compliance by each Authorized User with the Delivered Content Terms and
<br />Conditions.
<br />3.4 Authorized Subdivision Compliance. You shall at all times be responsible for compliance by each Authorized Subdivision with the Delivered Content
<br />Terms and Conditions.
<br />3.5 Project Participants. Each notice to Pictometry identifying a potential Project Participant shall include a detailed description of the scope and nature of
<br />the Project Participants' planned work and the intended use of the Delivered Content in such work. Pictometry retains the right to restrict or revoke access
<br />to Delivered Content by any Project Participant who does not comply with the terms of the Delivered Content Terms and Conditions.
<br />4. LICENSE DURATION; EFFECT OF TERMINATION
<br />4.1 Term. The license granted to you in the Delivered Content Terms and Conditions is perpetual, subject to Pictometry's right to terminate the license in the
<br />event you do not pay in full the Fees specified elsewhere in the Agreement, the Agreement is terminated for any reason other than a breach of the Agreement
<br />by Pictometry, or as otherwise provided in the Agreement.
<br />4.2 Effect of Termination. Upon termination of the license granted to you in the Delivered Content Terms and Conditions, you shall immediately cease all
<br />use of the Delivered Content, promptly purge all copies of the Delivered Content from all workstations and servers on which any of it may be stored or
<br />available at the time, and retum hard drive/media containing Delivered Content to Pictometry
<br />5. TRADEMARKS; CONFIDENTIALITY'
<br />5.1 Use of Pictometry's Marks. You agree not to attach any additional trademarks, trade names, logos or designations to any Delivered Content or to any
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