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4.1 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 Eligible
<br />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 Licensed
<br />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 connection
<br />with the Online Services or the Licensed Content, (e) the content, accuracy, or completeness of the Licensed Content, all regardless of whether you received
<br />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 Covered Party, or
<br />(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 YOU
<br />PAID FOR THE ONLINE SERVICES IN THE TWELVE MONTH PERIOD IMMEDIATELY PRECEDING THE DATE THE CLAIM AROSE. YOUR
<br />RIGHT TO MONETARY DAMAGES IN THAT AMOUNT SHALL BE IN LIEU OF ALL OTHER REMEDIES WHICH YOU MAY HAVE AGAINST
<br />ANY COVERED PARTY.
<br />5.4 TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, NEITHER YOU NOR THE COVERED PARTIES WILL BE LIABLE FOR ANY
<br />SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (INCLUDING, WITHOUT LIMITATION,
<br />ATTORNEYS' FEES) IN ANY WAY DUE TO, RESULTING FROM, OR ARISING IN CONNECTION WITH THE ONLINE SERVICES, THE
<br />LICENSED CONTENT, OR THE FAILURE OF ANY COVERED PARTY TO PERFORM ITS OBLIGATIONS. THE FOREGOING LIMITATION OF
<br />LIABILITY SHALL NOT APPLY TO A PARTY'S INDEMNITY OBLIGATIONS OR YOUR (AND YOUR ELIGIBLE USERS') INFRINGEMENT OF
<br />INTELLECTUAL PROPERTY OR MISAPPROPRIATION OF PROPRIETARY DATA BELONGING TO PICTOMETRY OR ITS THIRD PARTY
<br />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 trade
<br />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 the
<br />On] ine Services and the Licensed Content was in accordance with this License Agreement; (ii) the claim, cause of action or infringement was not caused
<br />by you modifying or combining the Online Services or the Licensed Content with or into other products, applications, images or data not approved by
<br />Pictometry; (iii) you give Pictometry prompt notice of such claim; and (iv) you give Pictometry the right to control and direct the investigation, defense
<br />and settlement of such claim. You, at Pictometry's expense, shall reasonably cooperate with Pictometry in connection with the 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 terms 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 apply
<br />to all similarly situated Pictometry customers using the Online Services. You may terminate this License Agreement upon written notice to Pictometry if any
<br />change to the terms and conditions of this License Agreement is unacceptable to you. For termination to be effective under this Section 6. 1, written notice of
<br />termination must be provided to Pictometry within 90 days of the effective date of the change. Continued use of the Online Services following the effective
<br />date of any change constitutes acceptance of the change, but does not affect the foregoing termination right. Except as provided above, this License Agreement
<br />may not be supplemented, modified or otherwise revised unless signed by duly authorized representatives of both parties. Furthermore, this License Agreement
<br />may not be supplemented, modified or otherwise revised by email exchange, even if the email contains a printed name or signature line bearing signature -like
<br />font. The foregoing does not prohibit the execution of electronic contracts bearing electronic signatures of authorized representatives of both parties, provided
<br />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 may
<br />temporarily suspend or discontinue providing access to the Online Services to any or all Eligible Users without notice and Pictometry may pursue any other
<br />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 deemed
<br />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 the date
<br />received, if delivered in any other manner. Legal notices to Pictometry should be sent to Pictometry, Attn: General Counsel, 25 Methodist Hill Drive,
<br />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 />6.5 Neither you nor any Eligible User may assign or otherwise transfer your rights or delegate your duties under this License Agreement without the prior written
<br />consent of Pictometry. Any attempt by you or any Eligible User to assign, transfer or delegate your rights or obligations under this License Agreement without
<br />Pictometry's consent shall be void, and shall also void the limited license granted to you by this License Agreement. This License Agreement and any
<br />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 />the parties specifically consent and agree that the courts of the State of New York or, in the alternative, the Federal Courts located in the State of New York
<br />shall have exclusive jurisdiction over each of the parties and over the subject matter of any such proceedings, and that the venue of any such action shall be in
<br />Monroe County, New York or the U.S. District Court for the Western District of New York, as applicable.
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