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3.9 By accepting these General Terms and Conditions or by using the Online Services or the Licensed Content,you waive any and all rights you may have
<br /> against Pictometry,each third party supplier of any portion of the Online Services or the Licensed Content,and each of their directors,officers,members
<br /> and employees,arising out of use of or reliance upon the Online Services or the Licensed Content.
<br /> 4. LIMITED WARRANTY
<br /> 4] Pictometl 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 EXCEPTIAS 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 ofla 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 /> 54 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 Has 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.
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<br /> 6. MISCELLANEOUS
<br /> 6.1 The terms Ind conditions of this License Agreement maybe 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,25 Methodist
<br /> Hill Drivej 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 an),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
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