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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 />• Delivered Content Terms and Conditions of Use <br />• Online Services General Terms and Conditions <br />• Web Visualization Offering Terms and Conditions <br />• Software License Agreement <br />Section C: Non -Standard Terms and Conditions <br />Appendix 1: Photogrammetric Product Specifications <br />Map(s) <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 written, <br />relating to the subject matter hereof. Any modifications to this Agreement must be made in writing and be signed by duly authorized <br />officers of each party. Any purchase order or similar document issued by Customer in connection with this Agreement is issued <br />solely for Customer's internal administrative purposes and the terms and conditions set forth on any such purchase order shall be <br />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): Section C: Non -Standard Terms <br />and Conditions; Appendix 1: Photogrammetric Product Specifications; Section A: Product Descriptions, Prices and Payment <br />Terms; License Terms in order as listed above under the heading 'Section 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 />CUSTOMER NOTICE ADDRESS <br />1801 27th Street <br />Vero Beach FL 32960 <br />Attn: Michael Staudt, GIS Manager <br />Phone: 772 226-1609 <br />PICTOMETRY NOTICE ADDRESS <br />25 Methodist Hill Drive <br />Rochester, New York 14623 <br />Attn: General Counsel <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 party's <br />then -current notice address. Notices shall be given by any of the following methods: personal delivery; reputable express courier <br />providing written receipt; or postage -paid certified or registered United States mail, return receipt requested. Notice shall be deemed <br />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 OF <br />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 INDIRECT, <br />INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR OTHER SPECIAL DAMAGES SUFFERED BY THE OTHER PARTY <br />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 total <br />liability of Pictometry shall, in the aggregate, be limited to the aggregate amount received by Pictometry pursuant to this 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 />Page 1 of 23 Indian River County, FL — C28131710 2022-12-14 C-0001-20200910.8 <br />