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equipment in connection with the WVO Services or the WVO Licensed Content,(e)the content,accuracy,or completeness of the WVO Licensed Content,
<br /> all regardless of any assistance received in the use of the WVO 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 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 parry 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,UNDER NO CIRCUMSTANCES WILL THE 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 YOU
<br /> 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 SERVICES,
<br /> THE WVO LICENSED CONTENT,OR THE FAILURE OF ANY COVERED PARTY TO PERFORM ITS OBLIGATIONS. THE FOREGOING
<br /> LIMITATION OF LIABILITY SHALL NOT APPLY TO A PARTY'S INDEMNITY OBLIGATIONS OR YOUR(OR ANY OTHER WVO SERVICES
<br /> 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 you
<br /> harmless against proceedings or damages of any kind or description based on a third party's claim of patent,trademark,service mark,copyright or
<br /> trade secret infringement related to use of the WVO Services or the WVO Licensed Content,asserted against you by such third party provided:(i)all
<br /> use of the WVO Services and the WVO Licensed Content was in accordance with this WVO License Agreement;(ii)the claim,cause of action or
<br /> infringement was not caused by you modifying or combining the WVO O Services or the WVO Licensed Content with or into other products,
<br /> applications,images or data not approved by Pictometry;(iii)you give Pictometry prompt notice of such claim;and(iv)you give Pictometry the right
<br /> to control and direct the investigation,defense and settlement of such claim. You,at Pictometry's expense,shall reasonably cooperate with Pictometry
<br /> in connection with the foregoing.
<br /> (b)In addition to Section 5.5(a),if the WVO Services,the 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 O Licensed Content so that they become
<br /> non-infringing;or(iii)terminate the WVO License Agreement on notice to you and grant you a pro-rata refund or credit(whichever is applicable)for
<br /> 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 the 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. If any changes are made to
<br /> this WVO License Agreement,such changes will:(a)only be applied prospectively;and(b)not be specifically directed against you but will apply to all
<br /> similarly situated Pictometry customers using the WO 0 Services. You may terminate this WO License Agreement upon written notice to Pictometry if
<br /> any change to the terms and conditions of this WVO License Agreement is unacceptable to you. For termination to be effective under this Section 6.1,
<br /> written notice of termination must be provided to Pictometry within 90 days of the effective date of the change. Continued use of the WVO Services
<br /> following the effective date of any change constitutes acceptance of the change,but does not affect the foregoing termination right. Except as provided
<br /> above,this WVO License Agreement may not be supplemented,modified or otherwise revised unless signed by duly authorized representatives of both
<br /> parties. Furthermore,this WVO License Agreement may not be supplemented,modified or otherwise revised by email exchange,even if the email contains
<br /> a printed name or signature line bearing signature-like font. The foregoing does not prohibit the execution of electronic contracts bearing electronic
<br /> 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 WO License Agreement by you or someone using the WVO Services,Pictometry may temporarily suspend or discontinue
<br /> providing access to the WO Services without notice and Pictometry may pursue any other legal remedies available 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 mail,
<br /> if mailed or on the date received,if delivered in any other manner. Legal notices to Pictometry should be sent to Pictometry,Attn:General Counsel,100
<br /> 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 License Agreement without the prior written consent of
<br /> Pictometry. Any attempt by you to assign,transfer or delegate your rights or obligations under this WVO License Agreement without Pictometry's consent
<br /> shall be void,and shall also void the limited license granted to you by this WVO License Agreement. This WO License Agreement and any amendment
<br /> thereto shall be binding on,and will inure to the benefit of the parties and their respective successors and permitted assigns.
<br /> 6.6 This WVO 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 WVO
<br /> O
<br /> License Agreement,the parties specifically consent and agree that the courts of the State of New York or,in the alternative,the Federal Courts located in the
<br /> State of New York shall have exclusive jurisdiction over each of the parties and over the subject matter of any such proceedings,and that the venue of any
<br /> 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 permitted by applicable law.If any provision of this WVO License Agreement is held to
<br /> be invalid or unenforceable to any extent,then(a)such provision will be interpreted,construed and reformed to the extent reasonably required to render it
<br /> valid,enforceable and consistent with its original intent and(b)such invalidity or unenforceability will not affect any other provision of this WVO License
<br /> Agreement.
<br /> 6.8 Where applicable,each affiliated company of Pictometry and each third party supplier of the WO Services or any WVO Licensed Content has the right to
<br /> assert and enforce the provisions of this WVO License 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 or
<br /> the WVO Licensed Content,you agree to pay all of Pictometry's costs of enforcement and collection,including court costs and reasonable attorneys'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 written
<br /> or verbal communications,representations,proposals or quotations relating to that subject matter.
<br /> [END OF WEB VISUALIZATION OFFERING TERMS AND CONDITIONS]
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