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SECTION B LICENSE TERMS
<br /> PICTOMETRY DELIVERED CONTENT
<br /> TERMS AND CONDITIONS OF USE
<br /> These Pictometry Delivered Content Terms and Conditions of Use (the "Delivered Content Terms and Conditions"), in combination with the corresponding
<br /> Agreement into which these terms are incorporated,collectively set forth the terms and conditions that govern use of Delivered Content(as hereinafter defined)for use
<br /> within computing environments operated by parties other than Pictometry As used in the Delivered Content Terms and Conditions the terms`you"and`your"in
<br /> uppercase or lowercase shall mean the Customer that entered into the Agreement into which the Delivered Content Terms and Conditions are incorporated.
<br /> 1. DEFINITIONS
<br /> 1.1 "Authorized Subdivision"means,if you are a county or a non-state consortium of counties,any political unit or subdivision located totally or substantially
<br /> within your boundaries that you authorize to have access to Delivered Content pursuant to the Delivered Content Terms and Conditions.
<br /> 1.2 "Authorized System"means a workstation or server that meets each of the following criteria(i)it is owned or leased by you or an Authorized Subdivision,
<br /> (ii)it is located within and only accessible from facilities that are owned or leased by you or an Authorized Subdivision,and(iii)it is under the control of
<br /> and may only be used by you or Authorized Subdivisions.
<br /> 1.3 "Authorized User"means any employee of you or Authorized Subdivisions that is authorized by you to have access to the Delivered Content through an
<br /> Authorized System.
<br /> 1.4 "Delivered Content"means the images,metadata,data layers,models,reports and other geographic or structural visualizations or embodiments included in,
<br /> provided with,or derived from the information delivered to you by or on behalf of Pictometry pursuant to the Agreement.
<br /> 1.5 "Project Participant"means any employee or contractor of persons or entities performing services for compensation for you or an Authorized Subdivision
<br /> that has been identified by written notice to Pictometry prior to being granted access to Delivered Content and,unless Pictometry expressly waives such
<br /> requirement for any individual,has entered into a written agreement with Pictometry authorizing such access.
<br /> 2. GRANT OF RIGHTS;RESTRICTIONS ON USE;OWNERSHIP
<br /> 2.1 Subject to the terms and conditions of the Agreement,you are granted nonexclusive,nontransferable,limited rights to:
<br /> (a)install the Delivered Content on Authorized Systems;
<br /> (b)permit access and use of the Delivered Content through Authorized Systems by-
<br /> (i)
<br /> y(i) Authorized Users for performance of public responsibilities of you or Authorized Subdivisions that are to be performed entirely within
<br /> facilities of you or Authorized Subdivisions;
<br /> (ii)Project Participants under the supervision of Authorized Users for performance of tasks or preparation of materials using only hard copies(or
<br /> jpg copies)of Delivered Content solely for fulfilling public responsibilities of you or Authorized Subdivisions to be performed entirely within
<br /> facilities of you or Authorized Subdivisions;and
<br /> (iii)individual members of the public,but only through Authorized Users and solely for the purpose of making hard copies or jpg copies of
<br /> images of individual properties or structures(but not bulk orders of multiple properties or structures)to the individual members of the public
<br /> requesting them.
<br /> 2.2 You may not reproduce, distribute or make derivative works based upon the Delivered Content in any medium, except as expressly permitted in the
<br /> Delivered Content Terms and Conditions.
<br /> 2.3 You may not offer any part of the Delivered Content for commercial resale or commercial redistribution in any medium.
<br /> 2.4 You may not distribute or otherwise make available any Delivered Content to Google or its affiliates,either directly or indirectly
<br /> 2.5 You may not exploit the goodwill of Pictometry,including its trademarks,service marks,or logos,without the express written consent of Pictometry
<br /> 2.6 You may not remove,alter or obscure copyright notices or other notices contained in the Delivered Content.
<br /> 2.7 All right, title, and interest (including all copyrights, trademarks and other intellectual property rights) in Delivered Content in all media belong to
<br /> Pictometry or its third party suppliers.Neither you nor any users of the Delivered Content acquire any proprietary interest in the Delivered Content,or any
<br /> copies thereof,except the limited use rights granted herein.
<br /> 3. OBLIGATIONS OF CUSTOMER
<br /> 3.1 Geographic Data. If available,you agree to provide to Pictometry geographic data in industry standard format(e.g.,shape,DBF)including,but not limited
<br /> to, digital elevation models, street centerline maps,tax parcel maps and centroids, which data,to the extent practicable, shall be incorporated into the
<br /> Delivered Content You agree that any of this data that is owned by you may be distributed and modified by Pictometry as part of its products and services,
<br /> provided that at no time shall Pictometry claim ownership of that data.
<br /> 3.2 Notification. You shall(a)notify Pictometry in writing of any claims or proceedings involving any of the Delivered Content within ten(10)days after you
<br /> learn of the claim or proceeding,and(b)report promptly to Pictometry all claimed or suspected defects in Delivered Content.
<br /> 3.3 Authorized User Compliance. You shall at all times be responsible for compliance by each Authorized User with the Delivered Content Terms and
<br /> Conditions.
<br /> 3.4 Authorized Subdivision Compliance.You shall at all times be responsible for compliance by each Authorized Subdivision with the Delivered Content
<br /> Terms and Conditions.
<br /> 3.5 Project Participants. Each notice to Pictometry identifying a potential Project Participant shall include a detailed description of the scope and nature of the
<br /> Project Participants'planned work and the intended use of the Delivered Content in such work. Pictometry retains the right to restrict or revoke access to
<br /> Delivered Content by any Project Participant who does not comply with the terms of the Delivered Content Terms and Conditions.
<br /> 4. LICENSE DURATION;EFFECT OF TERMINATION
<br /> 4.1 Term. The license granted to you in the Delivered Content Terms and Conditions is perpetual,subject to Pictometry's right to terminate the license in the
<br /> event you do not pay in full the Fees specified elsewhere in the Agreement,the Agreement is terminated for any reason other than a breach of the Agreement
<br /> by Pictometry,or as otherwise provided in the Agreement.
<br /> 4.2 Effect of Termination Upon termination of the license granted to you in the Delivered Content Terms and Conditions,you shall immediately cease all use
<br /> of the Delivered Content,promptly purge all copies of the Delivered Content from all workstations and servers on which any of it may be stored or available
<br /> at the time,and return hard drive/media containing Delivered Content to Pictometry
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