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regardless of any assistance received pit Aie:e of the W►jQmFice from a CtaYeatedrfy, ray; delay or failure in performance beyond the reasonable
<br />pontrol of a Covered Party, or (g) any e�tttotent ietrievedAoea:� i�ternet even if i:eta)eved'or limed to from within the W VO Services.
<br />3,2 'tovered Party" moans (a) Picta®elry; ids affiliates>odirecborremploye•subco� actor, agent, successor, or assign of Picto q*affiliates;
<br />and (b) each third party supplier of any W VO LICE I t on$eA *vd Date alliance entity, their affiliates, and any officer, director; employee, 94icoohactor,
<br />t�gent successor, or assign of any third party supplies airy+ W VF LtceiistxlConteut or third party alliance entity and their affiliates.
<br />A 7ro THE FULLEST E}Cl EE STI PIItMISSIBLE BY APPLICA E I,AW UND CIRCUMSTANCES WILL THE AGGRE9AW IIABILTTY OF
<br />E COVERID PARTIES IN CONNECTION W1TIi ANY , 1�I:ARISIN F OR RELATING TO THE W VO SERA Mt THE W Vd
<br />LtCJ1�iSIDCONTENTCdtTH15WVOLICENSEAGREEI► � ®THEL OF Y() *=UALDIRECTDAMAd*,bKiJWAMDUNT
<br />Yf3UPAID FOR THE W VO SERVICES IN THE TWENTY O TBMONTH PF.RIOI?II�IlVIED AIIS rTVRECEDING THE DATE =A'tiv AROSE.
<br />YOTJR RH#Fit TO MOi3h3`ARY DAMAGES IN THAT AtTisTf SFILiZBE IN LIEt7 OF 11t.`OTI3ER REMEDIES WFIIc'itiSiT MAY HAVE
<br />AGAINST ANY COVERED PARTY_
<br />5.4 TO THE FULLEST M(TENT PERNESIBLE BY APPLICABLE LAW, NUMER YOU NOR THE COVERED PARTIES WILL BE LIABLE FOR ANY
<br />SPECIAL, INDIRECT,MCID1NTAL, OR CONSDQUENIMLDAMAGES OF ANY KIND WHATSOEVER MiCLUDING�VMHOUT IM&TATION,
<br />ATTORNEYS' FEES) ]ti ANY WAY DUE TO,1UWMTIWEROM, OR ARISING IN CONNECTION WITH THE W VAI SEWRVICES, THE VQ
<br />LICENSED 0F ANit PARTY TO PERFORM TTS OBI A Ti .THE FORGOING LVAMAL ION 618
<br />LIAHMJTY SHALL NM ,;AMY ` O Y'$ A PART004u i OBLIGATIONS OR YOUR (wt—Ai OTM 1R�K3 S
<br />n*RU4GU NT OF EaUL MAL PROPERTY MMAPPROPRIATION OF PROPRMTARYDATAS£LONC " Y
<br />THIRD PARTY SUPPLIERS.
<br />5S Notwitl>standing 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 QileUle any action and hold you
<br />harmless against proceedings or damages of any kind or description based on a third party's claim ofpatent, trademark; M, mark, copyright macopyright or trade
<br />secret mliingement related to use of the W VO Services or the W VO Licensed Content, asserted against you by such dM#Wty provided:. n all use of
<br />the W VO Services and the VIVO Licensed Content wa.s in accordance with this W VO License Agreement, (n) the claim, cause of action or mtiimgement
<br />was not caused by you modifying or combining the W VO Services or the W VO Licensed Content with or into other products, applications, images or
<br />data not approved by Pi*uketry; (ni) you give Pictometry prompt notice of such claim; and (iv) you give Pictometry the right tp control and direct the
<br />investigatim defense igmd settlement of such claim You, at Pndometry's expense, shall reasonably cooperate with Prcta #c�ec ion vtridlm the
<br />(b)In =-M at ieopi> cu ofPicto�ehyapel�t y
<br />to bac -1 the subject of a claimetiolbrigement, Pictometry may, at its option and expense, either: (i) procure $ you the right to continue using ria
<br />W VO Se aces or the W VO Licensed Content, (n) replace or modify the W VO Services or the WO Licenced Content so that they become non-
<br />mtTtnigW,, cc (m) terminate the W VO License Agreement on notice to you and grant you a pro-rata refund or credit (whichever is applicable) for any
<br />pre-paid fees or fixed cliarges
<br />(c) The provisions of Sections 5S(a) and (b) shall constitute your sole and exclusive remedy for the respearvemattets iheeia
<br />6LA1E0US
<br />6:1 The terms and conditions of this W VO License Agreement may be changed from time tet(ime immediately upon Wb"JW MAW changes are made to
<br />this WO license Agreement, such changes will: (a) only be applied prospectively; and (b) not be specifically directed against you but will apply to all
<br />similarly situated Pictometry customers using the W VO Services. You may terminate this W VO License Agreement upon written notice to Pictometry if any
<br />change to the terms and conditions of this W VO License Agreement is unacceptable to you. For termination to be effective under this Section 6.1, written
<br />notice of tenon must be provided to Pictometry within 90 days of the effective date of the change. Continued use of the W VO Services following the.
<br />effective date of any change constitutes acceptance of the change, but does not affect the foregoing ternumhon right. Except as provided wove, this W VO
<br />License Agreement may not be supplemented, modified or otimmisse revised unless signed by duly authorized representatives of both parties Fiathemwre,
<br />this W VO license Agreement may not be supplemented, xxmIJ64 os otherwise revised by email exchaug4 if the email contaliie app ed name or
<br />signature tine bearing suttee-like font. 'Me foregoing dols not prohibit the execution of electronic conhacts bearing electronic signatures of authorized
<br />representatives of bothparties, provided such signatures "de digital certifications or are otherwise authenticated.
<br />6? In the event of a breach of this W VO License Agreement by you or someone using the W VO Services, Pictometry may ten4xmw* suspend or discontinue
<br />providing access to the W VO Services without notice and Pictometry may pursue any other legal remedies available to it
<br />63 All notices and other communications bereunder shall be in writing. Noticett shall be deemed to have been properly given on the date deposited in the mail, if
<br />mailed or on the date received, ifdofiveredin any othermanner . Legg nobwto Pictometry should be sent to pictometry Attn: General Counsel, 25 Methodist
<br />Hill Drive, Rochester, New York IAMI
<br />6-4 The failure of you, Pictometry, or any third parly suppler of the W VO Services or any W VO Licensed Content to enforce any provision hereof shall not
<br />constitute or be construed as a waiver of such provision or of the right to enforce it at a pater time_
<br />6.5 You may not assign or otherwise transfer your rights or delegate your duties under this VIVO License Agreement without the prior written consent of
<br />Pictometry- Any atle-pt by you to assign, ttansfer or delegate you rights or obligations under this VIVO License Agreement without Pictometry's consent
<br />shall be void, and shall also void the limited license granted to you by:tj VIVO License Agreement. This W VO License Agreement and any amemciment
<br />thereto shall be binding on, and will inure to the benefit of the parties amid their respective successors and permitted assigns-
<br />6.6 Iluis WVO License Agreement shall be governed by and interpreted in accordance with the laws of the State of New York, excluding its conflicts of law
<br />principles. Unless you are a government entity, in the event that any legal proceedings are commenced with respect to any matter arising under this W VO
<br />License Agreement, 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
<br />State of New Yak shall have exclusive jurisdiction over each of the parties and over the subject matter of any such proceedings, and that the venue of any
<br />such action shall be in Monroe County, New York or the U.S. District Court for the Western District of New York, as applicable.
<br />6.7 This W VO License Agreement will be enforced to the fullest event permitted by applicable law. If any provision of this W VO License Agreement is held to
<br />be =valid or unenforceable to any extent, then (a) such provision will be interpreted, construed and reformed to the extent reasonably required to render it
<br />valid, enforceable and consistent with its original intent and (b) such invalidity or unenforceability will not affect any other provision of this VIVO License
<br />Agreement
<br />6.8 Where applicable, each affiliated company of Pictometry and each third party supplier of the W VO Services or any W VO Licensed Content has the right to
<br />assert and enforce the provisions of this W VO License Agreement directly on its own behalf as a third party beneficiary-
<br />6.9 In the event of a breach of your obligations under this W VO License Agreement or your payment obligations with respect to access to the W VO Services or
<br />the V VQ licensed Content, you agree to pay all of Pictometty's costs of enforcement and collection, including court costs aW reasonable attorneys' ilea.
<br />6.10 This W VO License Agreement constitutes the entire agreement of the parties with respect to its subject matter and replaces and supersedes any prior written
<br />or verbal communications, representations, proposals or quotations relating to that subject matter-
<br />PEN D
<br />atter_PEND OF WEB ViWAY � 170.N OFFERING TERWAND CONDITIONS]
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