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4. LIMITED WARRANTY
<br />4 I Pictometry represents and warrants that it has the right and authority to make the Online Services and the Licensed Content available to you and your
<br />Eligible Users as authorized expressly by this License Agreement.
<br />4.2 EXCEPT AS OTHERWISE PROVIDED IN SECTION 4 1, THE ONLINE SERVICES AND LICENSED CONTENT ARE PROVIDED ON AN "AS
<br />IS", "AS AVAILABLE" BASIS AND PICTOMETRY AND EACH THIRD PARTY SUPPLIER OF LICENSED CONTENT EXPRESSLY DISCLAIM
<br />ALL OTHER WARRANTIES, INCLUDING THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
<br />5. LIMITATION OF LIABILITY
<br />5 1 No Covered Party (as defined below) shall be liable for any loss, injury, claim, liability, or damage of any kind resulting in any way from (a) any errors in
<br />or omissions from the Online Services or the Licensed Content, (b) the unavailability or interruption of the Online Services or any features thereof or the
<br />Licensed Content, (c) your or an Eligible User's use of the Online Services or the Licensed Content, (d) the loss or corruption of any data or equipment in
<br />connection with the Online Services or the Licensed Content, (e) the content, accuracy, or completeness of the Licensed Content, all regardless of
<br />whether you received assistance in the use of the Online Service from a Covered Party, (f) any delay or failure in performance beyond the reasonable
<br />control of a Covered Party, or (g) any content retrieved from the Internet even if retrieved or linked to from within the Online Services.
<br />5.2 "Covered Party" means (a) Pictometry and any officer, director, employee, subcontractor, agent, successor, or assign of Pictometry; and (b) each third
<br />party supplier of any Licensed Content, third party alliance entity, their affiliates, and any officer, director, employee, subcontractor, agent. successor, or
<br />assign of any third party supplier of any Licensed Content or third party alliance entity and their affiliates.
<br />5.3 TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES WILL THE AGGREGATE LIABILITY OF
<br />THE COVERED PARTIES IN CONNECTION WITH ANY CLAIM ARISING OUT OF OR RELATING TO THE ONLINE SERVICES OR THE
<br />LICENSED CONTENT OR THIS LICENSE AGREEMENT EXCEED THE LESSER OF YOUR ACTUAL DIRECT DAMAGES OR THE AMOUNT
<br />YOU PAID FOR THE ONLINE SERVICES IN THE TWELVE MONTH PERIOD IMMEDIATELY PRECEDING THE DATE THE CLAIM AROSE.
<br />YOUR RIGHT TO MONETARY DAMAGES IN THAT AMOUNT SHALL BE IN LIEU OF ALL OTHER REMEDIES WHICH YOU MAY HAVE
<br />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 ONLINE
<br />SERVICES, THE 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 (AND YOUR
<br />ELIGIBLE USERS') INFRINGEMENT OF INTELLECTUAL PROPERTY OR MISAPPROPRIATION OF PROPRIETARY DATA BELONGING TO
<br />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 1 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 use of the Online Services or the Licensed Content, asserted against you by such third party provided: (i) all
<br />use of the Online Services and the Licensed Content was in accordance with this License Agreement; (ii) the claim, cause of action or infringement
<br />was not caused by you modifying or combining the Online Services or the Licensed Content with or into other products, applications, images or
<br />data not approved by Pictometry; (iii) you give Pictometry prompt notice of such claim, and (iv) you give Pictometry the right to control and direct
<br />the investigation, defense and settlement of such claim. You, at Pictometry's expense, shall reasonably cooperate with Pictometry in connection
<br />with the foregoing.
<br />(b) In addition to Section 5.5(a), if the Online Services, the operation thereof or the Licensed Content become, or in the opinion of Pictometry are likely
<br />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 using
<br />the Online Services or the Licensed Content, (ii) replace or modify the Online Services or the Licensed Content so that they become non -infringing;
<br />or (iii) terminate the License Agreement on notice to you and grant you a pro -rata refund or credit (whichever is applicable) for any pre -paid fees or
<br />fixed charges.
<br />(c) The provisions of Sections 5.5(a) and (b) shall constitute your sole and exclusive remedy for the respective matters specified therein
<br />6. MISCELLANEOUS
<br />6.1 The terms and conditions of this License Agreement may be changed from time to time immediately upon notice to you. If any changes are made to this
<br />License Agreement, such changes will. (a) only be applied prospectively; and (b) not be specifically directed against you or your Eligible Users but will
<br />apply to all similarly situated Pictometry customers using the Online Services. You may terminate this License Agreement upon written notice to
<br />Pictometry if any change to the terms and conditions of this License Agreement is unacceptable to you. For termination to be effective under this Section
<br />6 1, written notice of termination must be provided to Pictometry within 90 days of the effective date of the change. Continued use of the Online
<br />Services following the effective date of any change constitutes acceptance of the change, but does not affect the foregoing termination right. Except as
<br />provided above, this License Agreement may not be supplemented, modified or otherwise revised unless signed by duly authorized representatives of
<br />both parties. Furthermore, this License Agreement may not be supplemented, modified or otherwise revised by email exchange, even if the email
<br />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 License Agreement by you, any Eligible User or someone using the Pictometry Credential of an Eligible User, Pictometry
<br />may temporarily suspend or discontinue providing access to the Online Services to any or all Eligible Users without notice and Pictometry may pursue
<br />any other legal remedies available to it.
<br />6.3 All notices and other communications hereunder shall be in writing or displayed electronically in the Online Services by Pictometry Notices shall be
<br />deemed to have been properly given on the date deposited in the mail, if mailed: on the date first made available, if displayed in the Online Services; or
<br />on the date received, if delivered in any other manner Legal notices to Pictometry should be sent to Pictometry, Attn: General Counsel, 100 Town
<br />Centre Drive, Suite A, Rochester, New York 14623
<br />6 4 The failure of you, Pictometry, or any third party supplier of the Online Services or any 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 Neither you nor any Eligible User may assign or otherwise transfer your rights or delegate your duties under this License Agreement without the prior
<br />written consent of Pictometry Any attempt by you or any Eligible User to assign, transfer or delegate your rights or obligations under this License
<br />Agreement without Pictometry's consent shall be void, and shall also void the limited license granted to you by this License Agreement. This License
<br />Agreement and any amendment thereto shall be binding on, and will inure to the benefit of the parties and their respective successors and permitted
<br />assigns.
<br />6.6 This License Agreement shall be governed by and interpreted in accordance with the 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 are commenced with respect to any matter arising under this
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