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<br />4.1 Rictometry represents and warrants that it has the right and authorityto make the Online Services and the Li cewdth-A, F0,iotllD;b yon sod giR, E
<br />Voeis as authorized expressly by this License Agreement: s
<br />1 KCFp1 AS OTFIERWISfi PROVIDED IN SECTION 4.1, THE ONLINE SIItVICE5AR-
<br />417{iiDED ON Al�t:"tt18
<br />*AS AVAILABLE- F" BASIS AND l?IGTOMETRY AND EACH THIRD PARTY SUPPLIER OF Lit NSt'ONT1M. ESSLY Dom'
<br />'OTHER WARRAI9'TlES,, INCLUDING THE WARRANTIES OF MERCHANTABILdTY AND FITNESS FOR PARPURPOSE.
<br />S 111 MATIO�N OF .1CI'Y
<br />1i No Covered Party (as definedbelow) shall be liable for any loss, injury, claim liability, or damage of airykm lltlll fivm ( n aallatsin.d
<br />omissions from the Online SWvi*Drthe Li Content;(b)dwumevailabilityor interruption of the ?4th' t(xreo�;igj�llbp aq[r#gpd
<br />Content, (c) your or an Ehrgibie Wgc's use of tbe. i e Servicesor the Licensed Content, (d) the loss or cortaptioa of any data or, equipment in cnonectron
<br />with the Online Services or the Liemised Contem, (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 ,gfACgv eyed Party, or
<br />(g) any content retrieved from the Internet even if retrieved or linked to from within the Online Services-
<br />5-2
<br />ervices.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 air) • Licensed Content, third party alliance entity, Their affiliates, and any officer, director, employee, subcontractor, amt, successor, or assign of
<br />may third party supplier of any Licensed Content or third party alliance entity and their affiliates.
<br />53 TO 71HE FULLEST MUENT PERMISSIBLE BY APPLICABLE LAW UNDER NO CIRCUMSTANCESWi1GL AGGREGATE LIABILITY OF
<br />ME COVERED PARTIES IN CONNECTION wTTH ANY CL.AIIfd i�IItLSING OUT OF OR RELATING 70 . , #INLINE SERvxms OR 7w
<br />LICENSED CONT ENT OR THIS LICENSE AGREEIMENT EXCEED TINE LESSER OF YOUR ACTUAL DIREC'TDAMAGES OR THEAMOUNTYOU
<br />PAID FOR THE ONLINE SERVICES IN THE TWELVE MONTH PERIOD IIv NIEDIAT'ELY PRECEDING TEE DATE THE CLAD4 AROSE. YOUR
<br />RIGHT TO MONETARY DAMAGES IN IiiAF lMOL7NT SHALL BE IN LIEU OF ALL OTHER REtviEDIFS WHICL 7ItRT 3ilY 1 YE
<br />AGARIST
<br />ANYCOVFREDPARTY_
<br />5.4 " leis P7RtMISSIBM APPLWAM. , LAW> NEnuER, NORT HE COVERED PAR T�,)EI EEORAt+'1�
<br />$PECIAI.II CTtII{I66�ENTAI,ORCONSEQiiENIALDAMAGESOFANY E3NDWHATSOEVER
<br />(INCljnloUT TATs
<br />ATTORNEYS' Dr ANY WAY DUE TO, RESULTING FROM, OR ARISING IN CONNECTION WITH T= , _ SERVICES, THE
<br />ITCENSTD'1TEN'T, OR THE FAILURE OF ANY COVERED PARTY TO PERFORM ITS OBLIGATIONS. THE ibIsQlATION OF
<br />T,7ABIId17F'�'�ALL NOT APPLY T{O A PARTY'S II�IDEMNITY OBLIGATIONS OR YOUR (AND YOUR ELIGI$LE i?S.i�'VIENT OF
<br />?Il�TIELLZ�L PROPERTY OR 11tTSAPPROPRIATTON OF PROPRIETAR'Y`1DATA BELONGING T'D , �,)(!,$ PARTY
<br />SUPPLIERS.
<br />55 NotwithstandmS anything to the con" 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 arta _' hold
<br />Yno
<br />harmless against proceedings or damages of any kind or description based on a third party's claim ofpatent, trademark sety re ma* go t or trade
<br />secret infringement related to use of the Online Services or the Licensed Content, asserted against you by such third party provided_ (®r all use of the
<br />Online Services and the Licensed Content was in accordance with this License Agreement; (u) the claim, cause of action or infringement was not caused
<br />by you moddyirig or combining the Online Services or the Licensed Content with or into other products, applcations, images ot*kpot approved by
<br />Pictometry, (in) 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 became, 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 usmR the
<br />Online Services or the Licensed Content, (u) replace or modify the Online Services or the Licensed Content so that they becpme non -infringing; or (iii)
<br />terminate the License Agreement on notice to you and grant you a pro -rata retiund ae credit (whichever is applicable) lint n ny V,re4md des or fixed
<br />charges -
<br />(c) The pro inions of Seff*"3(#(b) shall constituktjlonible and excksiv*�-W**Vective matters specified therein -
<br />6. _IIISCELI—JUNEOUS
<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 sXMIe 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 ofany 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 ofboth 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 signature4ike,
<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- ligMe User, Pictometry may
<br />temporarily suspend or discontinue providing access to the Online Services to arry 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 />14 The failure of you, Pictometry, or any third party supplier of the Online Services oraty Licensed Content to enforce arty provision hereofshall not consVilide:
<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 Pictotnetry. Any attempt by you or any Eligible User to assign, transfer or delegate yoxu 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 NewY�6 g its conflicts of impetwiples.
<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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