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PICTONkTRY 1. This older form ("Order For6j'), in combination vrith the contract components listed below: Section A. Product Descriptions, h ces and Payment Telnls Sw on a License Terms: • Delivered Content Terms and Conditiions'of Use • Online Services General lerays and Conditions • web Visdalizatim OlTeft Teatns W Conditions ia Software License Amt 'Section C: Non -Standard Terms afid Conditions Appendix 1: Photogrammetric Product Specifications Mks) (all of which, collectively, constifilte this "Aareemen set forth the entire understanding between Pictometry"abd Customer with respect to the subject matter hereof and supersedes all prior representations, agreements and arrangements, whether oral or written, relating to the subject matter hereof. Any modifications to this Agreementmust be made in, 064be signed by duly authorized officers of each party. Any purchase order or similar document issued> y Customer in connextiowiWith this Agreement is issued solely for Customer's internal administrative purposes and the terms ami mditions set faith an avy such purchase order shall be of no force or effect as between the parties. 2. In`the event of any conflict among any contract components comprising'this Agreed, for resolving such, Conflict shall be, from highest (i.e., supersedes all others) to lowest (i.e., subordinate to all old): Section C: Non -Standard Terms and Conditions; Appendix 1: Photogrammetric Product, Specifications, Section A: Product DescriptiOris; Prices and Payment Terms; License Terms m order as listed above under the heading'Section B: License Terms and Ordea Ford. 3. All notices under this Agreement shall bdinvhiting and shall be sent to the following respective addresses: CUSTOMER NOTICE ADDRESS 1801 27th Street Vero Beach, FL 32960 Attn: Michael Staudt. GIS Manager Phone: 772) 2'6-1609 PICTON ETRYNOTICE ADDRESS 5 Methodist Hill Drive Rochester, New York 14623 Attn: General Counsel Phone: 585 486-0093 Fax: 585) 486-0098 Either party may change their respective notice address by giving written notice of such change to the other party at the other party's then -current notice address. Notices shall be given by any of the following methods: personal delivery. reputable express courier providing written receipt; or postage paid certified or registered United States mail, return receipt requested. Notice shall be deemed given when actually received or when delivery is refused. 4. This Agreement, including all licenses granted pursue nt to it, shall be binding upon and inure to the benefit of the"parties hereto, their successors and permitted assigns, but shall not be assignable by either parry except that (J) P ctometty shall have the right to assign its right to receive Fees under this Agreement, provided no such assignment shall affect Pictometty's obligations hero, and (ii) Pictometry shall have the right to assign all its rights under this Agreement to any person or entity, provided the assignee has assumed all of Pictometry's obligations under this Agreement. 5. IN NO EVENT SHALL E MER PARTY OR RELATED TO THIS AGREEIV NEGLIGENCE, STRICTUABILITY, 01 INOIDENTAL, CONSEQ4MIM,,:PO OR OTHERS, EVEN IF A PARTY HAS OUT OF 5. With reswo-to any claims that Customer may have or assert against Piclometry on any matter relating to"Agreement. the total liairil ly ofNCWMetry shall, in the aggregate, be limited to the aggregate amount received by Pictometry pursuant to this Agreement. -. The waiver by either party of any default by the other shall notwaive subsequent defaults of the same or different kind. Page 1 of 23 Indian River County, FL - C28131710 2022-03-16 C-00(&5) 200910.8