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AGREEMENT BETWEEN
<br />PICTOMETRY INTERNATIONAL CORP. ("Pictometry") AND
<br />INDIAN RiVER COUNTY, FL ("Customer")
<br />1. This order form ("Order Form"), in combination with the contract components listed below:
<br />Section A: Product Descriptions, Prices and Payment Terms
<br />Section B: License Terms:
<br />• Delivered Content Terms and Conditions of Use
<br />• Software License Agreement
<br />Section C: Non -Standard Terms and Conditions
<br />(all of which, collectively, constitute this "Agreement") set forth the entire understanding between, Pictometry and Customer with
<br />respect to the subject matter hereof and supersedes all prior representations, agreements and arrangements, whether oral or
<br />written, relating to the subject matter hereof. Any modifications to this Agreement must be made in writing and b signed by
<br />duly authorized officers of each party. Any purchase order or similar document issued by Customer in connection with this
<br />Agreement is issued solely for Customer's internal administrative purposes and the terms and conditions set forth n any such
<br />purchase order shall be of no force or effect as between the parties. i
<br />2. In the event of any conflict among any contract components comprising this Agreement, order of precedence for r solving such
<br />conflict shall be, from highest (i.e., supersedes all others) to lowest (i.e., subordinate to all others): Non -Standard Terms and
<br />Conditions; Product Descriptions, Prices and Payment Terns; License Terns in order as listed above under the heading `Section
<br />B: License Terms'; and Order Form.
<br />3. All notices under this Agreement shall be in writing and shall be sent to the following respective addresses:
<br />CUSTOMER NOTICE ADDRESS PICTOMETRY NOTICE ADDRESS
<br />1800 27th Street 100 Town Centre Drive, Suite A
<br />Vero Beach, Florida 32960 Rochester, NY 14623
<br />Attn: Will Rice, GIS Manager Attn: Contract Administration
<br />Phone: (772) 226-1609 Fax: Phone: (585) 486-0093 Fax: (585) 486-0098
<br />Either party may change their respective notice address by giving written notice of such change to the other party at the other
<br />party's then -current notice address. Notices shall be given by any of the following methods: personal delivery; reputable express
<br />courier providing written receipt, or postage -paid certified or registered United States mail, return receipt requested. Notice shall
<br />be deemed given when actually received or when delivery is refused.
<br />4. This Agreement, including all licenses granted pursuant to it, shall be binding upon and inure to the benefit of the arties hereto,
<br />their successors and permitted assigns, but shall not be assignable by either party except that (i) Pictometry shall have the right to
<br />assign its right to receive Fees under this Agreement, provided no such assignment shall affect Pictometry's obligations hereunder,
<br />and (ii) Pictometry shall have the right to assign all its rights under this Agreement to any person or entity, provided the assignee
<br />has assumed all of Pictometry's obligations under this Agreement.
<br />S. IN NO EVENT SHALL EITHER PARTY BE LIABLE, UNDER ANY CAUSE OF ACTION OF ANY KIND A ISING OUT
<br />OF OR RELATED TO THIS AGREEMENT (INCLUDING UNDER THEORIES INVOLVING TORT, CONTRACT,
<br />NEGLIGENCE, STRICT LIABILITY, OR BREACH OF WARRANTY), FOR ANY LOST PROFITS OR FOR NY
<br />INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR OTHER SPECIAL DAMAGES SUFFERED BY THE
<br />OTHER PARTY OR OTHERS, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
<br />6. With respect to any claims that Customer may have or assert against Pictometry on any matter relating to this Agr ement, the
<br />total liability of Pictometry shall, in the aggregate, be limited to the aggregate amount received by Pictometry puruant to this
<br />Agreement.
<br />7. The waiver by either party of any default by the other shall not waive subsequent defaults of the same or different (kind.
<br />8. in the event that any of the provisions of this Agreement shall be held by a court or other tribunal of competent ju isdiction to be
<br />unenforceable, such provision will be enforced to the maximum extent permissible and the remaining portions ofhis Agreement
<br />shall remain in full force and effect.
<br />9. Pictometry shall not be responsible for any failure on its part to perform due to unforeseen circumstances or to causes beyond
<br />Pictometry's reasonable control, including but not limited to acts of God. war, riot, embargoes, acts of civil or military authorities,
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<br />C M T�0004 7-2 0 141008
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