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4. LIMITED WARRANTY
<br /> 41 Pictometry 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 EXCEPT AS OTHERWISE PROVIDED IN SECTION 4.1,THE ONLINE SERVICES AND LICENSED CONTENT ARE PROVIDED ON AN"AS IS",
<br /> "AS AVAILABLE"BASIS AND PICTOMETRY AND EACH THIRD PARTY SUPPLIER OF LICENSED CONTENT EXPRESSLY DISCLAIM ALL
<br /> 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 or
<br /> 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 whether
<br /> you received assistance in the use of the Online Service from a Covered Party,(f)any delay or failure in performance beyond the reasonable control of a
<br /> 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 party
<br /> supplier of any Licensed Content,third party alliance entity,their affiliates,and any officer,director,employee,subcontractor,agent,successor,or assign of
<br /> 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 FOREGOING
<br /> LIMITATION OF LIABILITY SHALL NOT APPLY TO A PARTY'S INDEMNITY OBLIGATIONS OR YOUR(AND YOUR ELIGIBLE USERS')
<br /> INFRINGEMENT OF INTELLECTUAL PROPERTY OR MISAPPROPRIATION OF PROPRIETARY DATA BELONGING TO PICTOMETRY OR ITS
<br /> 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 Online Services or the Licensed Content,asserted against you by such third party provided:(i)all use of
<br /> the Online Services and the Licensed Content was in accordance with this License Agreement;(ii)the claim,cause of action or infringement was not
<br /> caused by you modifying or combining the Online Services or the Licensed Content with or into other products,applications,images or data not
<br /> approved by Pictometry;(iii)you give Pictometry prompt notice of such claim;and(iv)you give Pictometry the right to control and direct the
<br /> investigation,defense and settlement of such claim. You,at Pictometry's expense,shall reasonably cooperate with Pictometry in connection with the
<br /> 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 to
<br /> 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 the
<br /> Online Services or the Licensed Content,(ii)replace or modify the Online Services or the Licensed Content so that they become non-infringing,or(iii)
<br /> 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 fixed
<br /> 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 terns and conditions of this License Agreement may be 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 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 License Agreement may not be supplemented,modified or otherwise revised unless signed by duly authorized representatives of both parties.
<br /> Furthermore,this License Agreement may not be supplemented,modified or otherwise revised by email exchange,even if the email contains a printed name
<br /> or signature line bearing signature-like font. The foregoing does not prohibit the execution of electronic contracts bearing electronic signatures of authorized
<br /> 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 any
<br /> 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 on
<br /> the date received,if delivered in any other manner. Legal notices to Pictometry should be sent to Pictometry,Attn:General Counsel,25 Methodist Hill
<br /> Drive,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 constitute
<br /> or be construed as a waiver of such provision or of the right to enforce it at a later time.
<br /> 65 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 any 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
<br /> Agreement and any amendment 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 License Agreement shall be governed by and interpreted in accordance with the laws of the State of New York,excluding its conflicts of law principles
<br /> Unless you are a government entity,in the event that any legal proceedings are commenced with respect to any matter arising under this License Agreement,
<br /> Pape 12 of 17 Indian River County,FL—C 170426 20161107 DD-0002-20160318
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