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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 LICENSED
<br />CONTENT OR THIS LICENSE AGREEMENT EXCEED THE LESSER OF YOUR ACTUAL DIRECT DAMAGES OR THE AMOUNT YOU PAID FOR THE
<br />ONLINE SERVICES IN THE TWELVE MONTH PERIOD IMMEDIATELY PRECEDING THE DATE THE CLAIM AROSE. YOUR RIGHT TO MONETARY
<br />DAMAGES IN THAT AMOUNT SHALL BE IN LIEU OF ALL OTHER REMEDIES WHICH YOU MAY HAVE AGAINST ANY COVERED PARTY.
<br />5.4 TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, NEITHER YOU NOR THE COVERED PARTIES WILL BE LIABLE FOR
<br />ANY 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 LICENSED
<br />CONTENT, OR THE FAILURE OF ANY COVERED PARTY TO PERFORM ITS OBLIGATIONS. THE FOREGOING LIMITATION OF LIABILITY SHALL
<br />NOT APPLY TO A PARTY'S INDEMNITY OBLIGATIONS OR YOUR (AND YOUR ELIGIBLE USERS - ) INFRINGEMENT OF INTELLECTUAL PROPERTY
<br />OR MISAPPROPRIATION OF PROPRIETARY DATA BELONGING TO PICTOMETRY OR ITS THIRD PARTY 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 harmless
<br />against proceedings or damages of any kind or description based on a third party's claim of patent, trademark, service mark, copyright or trade secret infringement
<br />related to use of the Online Services or the Licensed Content, asserted against you by such third party provided: (i) all use of the Online Services and the Licensed
<br />Content was in accordance with this License Agreement; (ii) the claim, cause of action or infringement was not caused by you modifying or combining the Online
<br />Services or the Licensed Content with or into other products, applications, images or data not approved by Pictometry; (iii) you give Pictometry prompt notice of such
<br />claim; and (iv) you give Pictometry the right to control and direct the investigation, defense and settlement of such claim. You, at Pictometry's expense, shall
<br />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 become, the
<br />subject of a claim of infringement, Pictometry may, at its option and expense, either: (i) procure for you the right to continue using the Online Services or the Licensed
<br />Content, (ii) replace or modify the Online Services or the Licensed Content so that they become non - infringing; or (iii) terminate the License Agreement on notice to
<br />you and grant you a pro -rata refund or credit (whichever is applicable) for any pre -paid fees or fixed 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 to all
<br />similarly situated Pictometry customers using the Online Services. You may terminate this License Agreement upon written notice to Pictometry if any change to the
<br />terms and conditions of this License Agreement is unacceptable to you. For termination to be effective under this Section 6. 1, written notice of termination must be
<br />provided to Pictometry within 90 days of the effective date of the change. Continued use of the Online Services following the effective date of any change constitutes
<br />acceptance of the change, but does not affect the foregoing termination right. Except as provided above, this License Agreement may not be supplemented, modified or
<br />otherwise revised unless signed by duly authorized representatives of both parties. Furthermore, this License Agreement may not be supplemented, modified or
<br />otherwise revised by email exchange, even if the email contains a printed name or signature line bearing signature -like font. The foregoing does not prohibit the
<br />execution of electronic contracts bearing electronic signatures of authorized representatives of both parties, provided such signatures include digital certifications or are
<br />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
<br />may temporarily suspend or discontinue providing access to the Online Services to any or all Eligible Users without notice and Pictometry may pursue any other legal
<br />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
<br />deemed 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, 100 Town Centre Drive, Suite A,
<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
<br />written 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 amendment
<br />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, the parties
<br />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 shall have exclusive
<br />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 Monroe County, New York or
<br />the U.S. District Court for the Western District of New York, as applicable.
<br />6.7 This License Agreement will be enforced to the fullest extent permitted by applicable law. If any provision of this License Agreement is held to be invalid or
<br />unenforceable to any extent, then (a) such provision will be interpreted, construed and reformed to the extent reasonably required to render it valid, enforceable and
<br />consistent with its original intent and (b) such invalidity or unenforceability will not affect any other provision of this License Agreement.
<br />6.8 Where applicable, each affiliated company of Pictometry and each third party supplier of the Online Services or any Licensed Content has the right to assert
<br />and enforce the provisions of this 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 License Agreement or your payment obligations with respect to access to the Online Services or the
<br />Licensed Content, you agree to pay all of Pictometry's costs of enforcement and collection, including court costs and reasonable attorneys' fees.
<br />6.10 This License Agreement constitutes the entire agreement of the parties with respect to its subject matter and replaces and supersedes any prior written or
<br />verbal communications, representations, proposals or quotations relating to that subject matter.
<br />PICTOMETRY INTERNATIONAL CORP.
<br />SOFTWARE LICENSE AGREEMENT
<br />PLEASE READ THIS SOFTWARE LICENSE AGREEMENT ( "LICENSE ") CAREFULLY BEFORE DOWNLOADING, INSTALLING OR USING THIS
<br />SOFTWARE. BY USING THIS SOFTWARE, YOU AGREE TO THE TERMS OF THIS LICENSE. IF YOU DO NOT AGREE TO THE TERMS OF
<br />THIS LICENSE, DO NOT DOWNLOAD, INSTALL OR USE THIS SOFTWARE.
<br />GENERAL. The software ( "Pictometry Software ") and any written materials that accompany the software ( "Documentation ") in any media or form are licensed, not
<br />sold, to you by Pictometry International Corp. ( "Pictometry ") for use only under the terms of this License. Pictometry reserves all rights not expressly granted to you in
<br />this License.
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