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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 />• Online Services General Terms and Conditions
<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 be 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 on any such
<br />purchase order shall be of no force or effect as between the parties.
<br />2. In the event of any conflict among any contract components comprising this Agreement, order of precedence for resolving 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 Terms; License Terms 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 />1800 27th Street
<br />-2 "TO tiE-TRY IVUTICE;ADDRESS ..
<br />25 Methodist Hill Drive
<br />Vero Beach, Florida 32960
<br />Rochester, NY 14623
<br />Attn. Will Rice, GIS Manager
<br />Attn. Contract Administration
<br />Phone: (772) 226-1609 Fax:
<br />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 parties 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 />5. IN NO EVENT SHALL EITHER PARTY BE LIABLE, UNDER ANY CAUSE OF ACTION OF ANY KIND ARISING 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 ANY
<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 Agreement, the
<br />total liability of Pictometry shall, in the aggregate, be limited to the aggregate amount received by Pictometry pursuant 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 jurisdiction to be
<br />unenforceable, such provision will be enforced to the maximum extent permissible and the remaining portions of this 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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