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<br /> SECTION B LICENSE TERMS
<br /> PICTOAIETRY SOFTWARE
<br /> LICENSE AGREEMENT
<br /> PLEASE READ THIS SOFTWARE LICENSE AGREEMENT("LICENSE")CAREFULLY BEFORE DOWNLOADING,INSTALLING OR USING
<br /> THE SOFTWARE]BY USING THE SOFTWARE,YOU AGREE TO THE TERMS OF THIS LICENSE. IF YOU DO NOT AGREE TO THE TERMS
<br /> OF THIS LICENSE,DO NOT DOWNLOAD,INSTALL OR USE THE SOFTWARE.
<br /> 1 GENERAL. The software("Pictometry Software")and any written materials that accompany the software("Documentation")in any media or form are
<br /> licensed,not sold ,to you by Pictometry International Corp.("Pictometry")for use only under the terms of this License.Pictometry reserves all rights not
<br /> expressly granted to you in this License.
<br /> 2. LICENSE. Subject to the terms and conditions of this License,you are granted a limited,non-transferable,terminable,non-sublicenseable,non-exclusive
<br /> license to install and use the Pictometry Software and the Documentation(collectively,the"Proprietary Materials")solely for internal use. Use of the
<br /> functionality provided by the Pictometry Software other than for your internal use is prohibited,except with the prior written approval of Pictometry You
<br /> may make one copy of the Pictometry Software in machine-readable fort for backup purposes only;provided that the backup copy must include all
<br /> copyright and other proprietary notices contained in the original.You will not and will not enable others to decompile,reverse engineer,disassemble,
<br /> attempt to deri ie the source code of,decrypt,modify,create derivative works of,or tamper with or disable any security or monitoring features within the
<br /> Pictometry Software. Any attempt to do so is a violation of the rights of Pictometry and its licensors.
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<br /> 3 TITLE. The Proprietary Materials are confidential information of,trade secrets of,and are proprietary to Pictometry Title to the Proprietary Materials is
<br /> and will remainl in Pictometry and its licensors.All applicable rights to patents,copyrights,trademarks,trade secrets,and other intellectual property rights in
<br /> the Proprietary Materials are and will remain in Pictometry and its licensors.You will not assert any right,title or interest in the Proprietary Materials
<br /> provided to you under this License,except for the express license granted to you hereunder You will not remove any copyright or other proprietary notice
<br /> or legend contained on or included in any Proprietary Materials and you will reproduce all such information on all copies made hereunder You will keep
<br /> the Proprietary Materials free of all claims,liens and encumbrances-
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<br /> 4 DISCLAIMERS OF WARRANTY. USE OF THE PICTOMETRY SOFTWARE IS AT YOUR SOLE RISK. TO THE MAXIMUM EXTENT
<br /> PERMITTED BY APPLICABLE LAW,THE PICTOMETRY SOFTWARE IS PROVIDED"AS IS",WITH ALL FAULTS AND WITHOUT
<br /> WARRANTY OF ANY KIND,AND PICTOMETRY HEREBY DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE PICTOMETRY
<br /> SOFTWARE,WHETHER EXPRESS,IMPLIED OR STATUTORY,INCLUDING,BUT NOT LIMITED TO,THE IMPLIED WARRANTIES OF
<br /> MERCHANTABILITY AND OF FITNESS FOR A PARTICULAR PURPOSE. PICTOMETRY DOES NOT WARRANT THAT THE FUNCTIONS
<br /> CONTAINED IN OR PROVIDED BY THE PICTOMETRY SOFTWARE WILL MEET YOUR REQUIREMENTS,THAT THE OPERATION OF THE
<br /> PICTOMETRY1 SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE,OR THAT DEFECTS IN THE PROPRIETARY MATERIALS WILL
<br /> BE CORRECTED
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<br /> 5 LIMITATION OF LIABILITY. IN NO EVENT WILL PICTOMETRY BE LIABLE FOR ANY INCIDENTAL,SPECIAL,INDIRECT OR
<br /> CONSEQUENTIAL DAMAGES WHATSOEVER,INCLUDING,WITHOUT LIMITATION,DAMAGES FOR LOSS OF PROFITS,LOSS OF DATA,
<br /> BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES ARISING OUT OF OR RELATED TO YOUR USE OR
<br /> INABILITY TO USE THE PICTOMETRY SOFTWARE,HOWEVER CAUSED,REGARDLESS OF THE THEORY OF LIABILITY(CONTRACT,
<br /> TORT OR OTHERWISE),EVEN IF PICTOMETRY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.IN NO EVENT WILL
<br /> PICTOMETRYIS TOTAL LIABILITY TO YOU FOR ALL DAMAGES(OTHER THAN AS MAY BE REQUIRED BY APPLICABLE LAW IN CASES
<br /> INVOLVING PERSONAL INJURY)CAUSED BY,ARISING OUT OF OR IN ANY WAY RELATED TO THE PICTOMETRY SOFTWARE EXCEED
<br /> THE AMOUNT OF FIFTY DOLLARS($50 00).THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS
<br /> OF ITS ESSENTIAL PURPOSE.
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<br /> 6. TERAiINATION. This License will terminate automatically without notice from Pictometry if you fail to comply with any term of this License. Upon the
<br /> termination of this License,you will cease all use of the Pictometry Software and destroy all copies,full or partial,of the Proprietary Materials.
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<br /> 7 MISCELLANEOUS PROVISIONS.
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<br /> A. Restricted Rights Pictometry Software acquired with United States Government funds or intended for use within or for any United States federal
<br /> agency is provided with"Restricted Rights"as defined in DFARS 252.227-7013,Rights in Technical Data and Computer Software and FAR 52.227-
<br /> 14,Rightslin Data-General,including Alternate III,as applicable.Pictometry must be notified in advance of any license grants to United States federal
<br /> governmental entities.The Pictometry Software is developed for general use in a variety of applications and is not developed or intended for use in
<br /> any inherently dangerous applications or applications that could lead to property damage,personal injury or death.If you use the Pictometry Software
<br /> in such applications,then you will be responsible for taking all appropriate fail-safe,backup,redundancy,and other measures to ensure the safe use of
<br /> the Picto ietry Software in such applications,including but not limited to,in any nuclear,aviation,mass transit,public safety or medical applications.
<br /> B. Foreign Trade Restrictions. The parties acknowledge that certain information,software technology,accompanying documentation and technical
<br /> information may be subject to United States export control laws.You will not directly or indirectly export or re-export the Pictometry Software in
<br /> violation of the Export Administration Regulations of the U.S.Department of Commerce.
<br /> C. Governin I Lank This License will be governed by and interpreted in accordance with the laws of the State of New York,excluding its conflict of
<br /> laws principles.
<br /> D Assignmel t You may not assign this License without Pictometry's prior written consent.Any assignment in violation of this License will be null,
<br /> void and of no force and effect. For all purposes under this License,any merger,consolidation,spin-off,acquisition or change-in-control will be
<br /> deemed an assignment.
<br /> E. Partial Inl,alidity;Survival. If any provision of this License is held invalid or unenforceable by competent authority,that provision will be construed
<br /> so as to be limited or reduced to be enforceable to the maximum extent compatible with the law as it will then appear The total invalidity or
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