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SECTION B TERMS
<br />_ ,
<br />PLEASE READ THIS SOFTWARE LICENSE AGREENUM (rt1OE'7 C�SREFIJI LY BEFORE DOWNLOADING, INSTALLING OR USING THE
<br />SOFTWARE. to BYUSINGTRESOFTWARE,YOUAGREE OF TffiS LICE SE IF YOU DO NOT AGREE TO THE TER11S OF THIS
<br />'DONOTDOWNLQADt A]f±L OR,1M:.1W
<br />t Cs'ENE R41- The software ('Pictomef y 3'oftwate"°) and any written materials that accompany the software (`'Documentation") in any media or form are licensed,
<br />not sold, to you by Pictometry Intematiomal Corp. ("Pictometry") for use only under the terms of this License. Pictometry reserves all rights not expressly granted
<br />to you in this License.
<br />1. LICENSE. Subject to the teems and conditions of this License, you are granted a limited, non-transferable, terminable, non-sublicenseable, non-exclusive license
<br />!6 install and use the Pictometry Software and the Documentation (collectively, the "PropnetaryMaterials") solely for internal use_ Use of the fimctionality provided
<br />by the Pictometry Software other than for your internal use is prohibited, except with the prior written approval of Pictometry _ You may make one copy of the
<br />Pictometry Software in machine-readable form for backup purposes only, provided that the backup copy must include all copyright and other proprietary notices
<br />contained in the original. You will not and will not enable others to decompile, reverse engineer, disassemble, attempt to derive the source code of, decrypt, modify,
<br />create derivative works of or tamper with or disable any security or monitoring features within the Pictometry Software. Any attempt to do so is a violation of the
<br />rights of Pictometry and its licensors.
<br />3_ TITLE. The Proprietary Materials are confidential information of; trade secrets of, and are proprietary to Pictometry. Title to the Proprietary Materials is and will
<br />remain in Pictometry and its licensors. All applicable rights to patents, copyrights, trademarks, trade secrets, and other indlec>inlpttpperty rights in the Proprietary
<br />Materials are and will remain in Pictometry and its licensors. You will not assert any right, title or interest iat w*' i dais provided to you under this
<br />License, except for the express license granted to you hereunder. You will not remove any copyrightor other err"fid contained on or included
<br />many Proprietary Materials and you will reproduce all such information on all copies made hereunder_ You will keep Proprietary Materials free of all claim ,
<br />liens and encumbrances.
<br />4_ DISCLALNIERS OF WARRANTY. USE OF THE PICTOMETRY SOFTWARE IS AT YOUR SOLE RISK TO THE M43CA3UM EXTENT PERMITTED
<br />BY APPLICABLE LAW, THE NCTOMEIRY SOFTWARE IS PROVIDED "AS IS", WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND,
<br />AND MCTOMETRY HEREBY DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE PICI!OMETRY SOFTWARE, WHEIHF.REXPRESS,
<br />OR STATUTORY, INCLUDING, BUT NOT IM IITED TO, THE IMPLIED WARRANTIES: OF MERCHANTABILITY AND OF FITNESS FOR; ,
<br />PARTICULAR PURPOSE. PICTOMETRY DOES NOT WARRANT THAT THE FUNCIMNS;GONTAINED IN OR PROVM4EzVd W1tT1 M PLCTO
<br />SOFIWARE WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE PICPDMETRY SO:EIWABE;QfgAI B i
<br />ERROK FREE, OR THAT DEFECTS IN THE PROPRIETARY MATERIALS WId,2 tCORRECIjED_
<br />3 X3i1HTATIONOFLIABILITY.INNOEVENTWILLPICTOMETRYBEISA"NWA�TYHiCMENTAL,SP13 :`�!TORCONSEQUENPIA
<br />DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FORLOSS OF PROFITS, LOSS OF DATA, BUSIIIFISSINTERRUPTION
<br />ORANY OTHER COMMERCIAL DAMAGES ORLOSSES ARISING OUT (XF OR RELATED TO YOURUSE OR INABILITY TOUSE THE PICTOMETRY
<br />SOFTWARE, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF ABIIITY (CONTRACT, TORT OR OT1 ERWISEX E $tJKCTOMETRY
<br />HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN *0 EVENT WILL PICTOMETRY'S TOTAL LIABIIIT POLI FOR ALL
<br />DAMAGES (OTHER THAN AS MAYBE REQUIRED BY APPLICABLE T AW IN CASES INVOLVING PERSONAL INT MI* i6*' ARISING
<br />OUT OF OR IN ANY WAY RELAIEDTO THE PICTOMETRY SOFTWARE EXCEED THE AMOUNT OF F=IDOLLARS ($ f *EGOING
<br />LIMITATIONS WILL APPLY EVEN IF 1W ABOVE STATED REMEDY FALLS OF ITS ESSENTIAL PURPOSE.
<br />6. TERAIINATION. This License will terminate automatically without notice from Pictometry if you fail to comply with any tenn of this License: Upon the
<br />termination of this license, you will cease all use of the Pictometry Software and destroy all copies, full or partial, of the Proprietary Materials_
<br />7. 111SCELL4NEOUS PROVISIONS.
<br />A Restricted Rights. Pictometry Sofm are acquired with United States Government fiords or intended for use within or for any United States federal agency is
<br />provided with "Restricted Rights' as defined in DFARS 252.227-7013, Rights in Technical Data and Computer Software and FAR 52221-14, Rights in Data -
<br />General, including Alternate III, as applicable. Pictometry must be notified in advance of any license grants to United States federal governmental entities.
<br />The Pictometry Software is developed for general use in a variety of applications and is not developed or intended for use in any inherently dangerous
<br />applications or applications that could lead to property damage, personal injury or death. If you use the Pictometry Software in such applications, then you
<br />will be responsible for taking all appropriate fail-safe, backup, redundancy, and other measures to ensure the safe use of the Pictometry Software in such
<br />applications, including but not limited to, in any nuclear, aviation, mass transit, public safety or medical applications_
<br />i
<br />D_ Foreign Trade Restrictions. The parties acknowledge that certain information, software technology, accompanying docurmeevh6oro n and technical iu�
<br />may be subject to United States export control laws- You will not directly or indirectly export or re-export the Pictnmehy Software in violation of ftif ik
<br />Administration Regulations of the U.S. Department of Commerce. i
<br />C_ Governing Las. This License will be governed by and interpreted in accordance with the laws of the StalaoettE W'Yakp" =Mflitd QVIEWs
<br />principles -
<br />D_ Assignment You may not assign this License without Pictometry's prior written consent. Any assignment -mi violation of6s License will be null, void and
<br />of no force and effect. For all purposes under this License, any merger; consolidation, spin-off; acquisition or change -in -control will be deemed an assignment.
<br />E. Partial Invalidity; Survival. If any provision of this License is held invalid or unenforceable by competent authority, that provision will be construed so as
<br />to be limited or reduced to be enforceable to the maximum extent compatible with the law as it will then appear. The total invalidity or unenforceability of any
<br />particular provision of this License will not affect its other provisions and din se will be construed in all respects as if the invalid or unenforceable provision
<br />were omitted. The provisions of this License that by their nature would suri*�ift termination will 59Rvive indefinitely.
<br />F_ Force Majeure. Except with respect to Customer's payment obligations for services delivered, reports delivered ar4Wnngoing subscription payment
<br />obligation, each party will be excused from performance under this Agreement, will not be deemed to be in breach hereof; and will have no liability to the
<br />other party whatsoever if either party is prevented from performing any of its obligations hereunder, in whole or in part, as a result of a Force Majeure Event.
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