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SECTION B PICTOMETRY DELIVERED CONTENT TERA1S AND CONDITIONS OF USE LICENSE TERMS These Pictometry Delivered Content Terms and Conditions of Use (the "Delivered Content Terms and Conditions"), in combination +wit the corresponding Agreement into which these terms are incorporated, collectively set forth the terms and conditions that govern use of'Delivered Content (as herein fter defined) for use within computing environments operated by parties other than Pictometry. As used in the Delivered Content Terms and Conditions the terms `)you" and "your" in uppercase or lowercase shall mean the Customer that entered into the Agreement into which the Delivered Content Terms and Conditions are into porated 1. DEFINITIONS 1.1 "Authorized Subdivision" means. if you are a county or a non -state consortium of counties, any political unit or subdivision located to ally or substantially within your boundaries that you authorize to have access to Delivered Content pursuant to the Delivered Content Terms and Conditions. 1.2 "Authorized System" means a workstation or server that meets each ofthe following criteria (i) it is owned or leased by you or an Aut rorized Subdivision, (ii) it is located within and only accessible from facilities that are owated or leased by you or an Authorized Subdivision, and (iii) it is under the control of and may only be used by you or Authorized Subdivisions. 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 Authorized System. 1.4 "Delivered Content" means the images, metadata, data layers, models, reports and other geographic or structural visualizations or embodiments included in, provided with, or derived from the information delivered to you by or on behalf of Pictometry pursuant to the Agreement. 1.5 "Protect Participant" means any employee or contractor of persons or entities performing services for compensation for you or an Authorized Subdivision that has been identified by written notice to Pictometry prior to being granted access to Delivered Content and, unless Pictometry expressly waives such requirement for any individual, has entered into a written agreement with Pictometry authorizing such access. 2. GRANT OF RIGHTS; RESTRICTIONS ON USE, OWNERSHIP 2.1 Subject to the terms and conditions ofthe Agreement, you are granted nonexclusive, nontransferable. limited rights to. (a) install the Delivered Content on Authorized Systems; (b) permit access and use ofthe Delivered Content through Authorized Systems by. (i) Authorized Users for performance of public responsibilities of you or Authorized Subdivisions that are to be performed entirely within facilities of you or Authorized Subdivisions, (it) Project Participants under the supervision of Authorized Users for performance of tasks or preparation of materials using only hard copies (or jpg copies) of Delivered Content solely for fulfilling public responsibilities of you or Authorized Subdivisions to be perfo 'med entirely within facilities of you or Authorized Subdivisions, and (iii) individual members of the public, but only through Authorized Users and solely for the purpose of making hard cor ies or jpg copies of images of individual properties or structures (but not bulk orders of multiple properties or structures) to the individual m tubers of the public requesting them. 2.2 You may not reproduce, distribute or make derivative works based upon the Delivered Content in am medium. except as expres h pennitted in the Delivered Content Terms and Conditions. 2.3 You mal' not offer any pan ofthe Delivered Content for commercial resale or commercial redistribution in any medium 2.4 You may not distribute or otherwise make available any Delivered Content to Google or its affiliates, either directly or indirectly 2,5 You may not exploit the goodwill of Pictometry, including its trademarks, service marks. or logos; without the express written consent o Pictometry 2.6 You may not remove, alter or obscure copyright notices or other notices contained in the Delivered Content 2,7 All right, title, and interest (including all copyrights, trademarks and other intellectual property rights) in Delivered Content " I II media belong to Pictometry or its third party suppliers Neither you nor any users of the Delivered Content acquire any proprietary interest in the Deli, red Content. or any copies thereof, except the limited use rights granted herein 3. OBLIGATIONS OF CUSTOMER 3.1 Geographic Data. If available, you agree to provide to Pictometry geographic data in industry standard format (e.g , shape, DBF) inclu Jing, but not limited to, digital elevation models, street centerline maps, tax parcel maps and centroids, which data, to the extent practicable, shall be incorporated into the 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.. provided that at no time shall Pictometry claim ownership of that data 3.2 Notification. You shall (a) notify Pictometry in writing of any claims or proceedings involving any ofthe Delivered Content within tet (10) days after you learn ofthe claim or proceeding, and (b) report promptly to Pictometry all claimed or suspected defects in Delivered Content. 3.3 Authorized User Compliance. You shall at all times be responsible for compliance by each Authorized User with the Delivered Content Terms and Conditions - 3.4 Authorized Subdivision Compliance. You shall at all times be responsible for compliance by each Authorized Subdivision with th Delivered Content Terms and Conditions 3.5 Project Participants. Each notice to Pictometry identifying a potential Project Participant shall include a detailed description ofthe scope and nature ofthe Project Participants' planned work and the intended use ofthe Delivered Content in such work Pictometry retains the right to restrict or revoke access to Delivered Content by any Project Participant who does not comply with the terms ofthe Delivered Content Terms and Conditions 4. LICENSE DURATION; EFFECT OF TERMINATION 4.1 Term The license granted to you in the Delivered Content Terms and Conditions is perpetual. subject to Pictomemrs right to tennis tc the license in the event you do not pay in full the Fees specified elsewhere in the Agreement. the Agreement is terminated for any reason other than a brea h ofthe Agreement by Pictometry, or as otherwise provided in the Agreement 4.2 Effect of Termination Upon termination ofthe license granted to you in the Delivered Content Terns and Conditions. you shall minic iatel} cease all use of the Delivered Content, promptly purge all copies ofthe Delivered Content from all workstations and servers on which any of it may be stored or available at the time, and return hard drive/media containing Delivered Content to Pictometry' Page � of 10 Indian Rr er County. H - C16 1304 20141024 Cl I I' 00047-20141008 50