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LICENSE. Subject to the terms and conditions of this License, you are granted a limited, non - transferable, terminable, non- sublicenseable, non - exclusive license to
<br />install and use the Pictometry Software and the Documentation (collectively, the "Proprietary Materials ") solely for internal use. Use of the functionality provided by
<br />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 Pictometry
<br />Software in machine - readable form for backup purposes only; provided that the backup copy must include all copyright and other proprietary notices contained in the
<br />original. You will not and will not enable others to decompile, reverse engineer, disassemble, attempt to derive the source code of, decrypt, modify, create derivative
<br />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 rights of Pictometry
<br />and its licensors.
<br />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 intellectual property rights in the Proprietary
<br />Materials are and will remain in Pictometry and its licensors. You will not assert any right, title or interest in the Proprietary Materials provided to you under this
<br />License, except for the express license granted to you hereunder. You will not remove any copyright or other proprietary notice or legend contained on or included in
<br />any Proprietary Materials and you will reproduce all such information on all copies made hereunder. You will keep the Proprietary Materials free of all claims, liens and
<br />encumbrances.
<br />DISCLAIMERS OF WARRANTY. USE OF THE PICTOMETRY SOFTWARE IS AT YOUR SOLE RISK. TO THE MAXIMUM EXTENT PERMITTED BY
<br />APPLICABLE LAW, THE PICTOMETRY SOFTWARE IS PROVIDED "AS IS ", WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND
<br />PICTOMETRY HEREBY DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE PICTOMETRY SOFTWARE, WHETHER EXPRESS, IMPLIED OR
<br />STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND OF FITNESS FOR A PARTICULAR
<br />PURPOSE. PICTOMETRY DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN OR PROVIDED BY THE PICTOMETRY SOFTWARE WILL
<br />MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE PICTOMETRY SOFTWARE WILL BE UNINTERRUPTED OR ERROR -FREE, OR THAI'
<br />DEFECTS IN THE PROPRIETARY MATERIALS WILL BE CORRECTED.
<br />LIMITATION OF LIABILITY. IN NO EVENT WILL PICTOMETRY BE LIABLE FOR ANY INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL
<br />DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION OR
<br />ANY OTHER COMMERCIAL DAMAGES OR LOSSES ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE PICTOMETRY
<br />SOFTWARE, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT OR OTHERWISE), EVEN IF PICTOMETRY HAS
<br />BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL PICTOMETRY'S TOTAL LIABILITY TO YOU FOR ALL DAMAGES
<br />(OTHER THAN AS MAY BE REQUIRED BY APPLICABLE LAW IN CASES INVOLVING PERSONAL INJURY) CAUSED BY, ARISING OUT OF OR IN
<br />ANY WAY RELATED TO THE PICTOMETRY SOFTWARE EXCEED THE AMOUNT OF FIFTY DOLLARS ($50.00). THE FOREGOING LIMITATIONS
<br />WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
<br />TERMINATION. This License will terminate automatically without notice from Pictometry if you fail to comply with any term of this License. Upon the termination
<br />of this License, you will cease all use of the Pictometry Software and destroy all copies, full or partial, of the Proprietary Materials.
<br />MISCELLANEOUS PROVISIONS.
<br />Restricted Rights. Pictometry Software acquired with United States Government funds or intended for use within or for any United States federal agency is provided
<br />with "Restricted Rights" as defined in DFARS 252.227 -7013, Rights in Technical Data and Computer Software and FAR 52.227 -14, Rights in Data - General, including
<br />Alternate III, as applicable. Pictometry must be notified in advance of any license grants to United States federal governmental entities. The Pictometry Software is
<br />developed for general use in a variety of applications and is not developed or intended for use in any inherently dangerous applications or applications that could lead to
<br />property damage, personal injury or death. If you use the Pictometry Software in such applications, then you will be responsible for taking all appropriate fail -safe,
<br />backup, redundancy, and other measures to ensure the safe use of the Pictometry Software in such applications, including but not limited to, in any nuclear, aviation,
<br />mass transit, public safety or medical applications.
<br />Foreign Trade Restrictions. The parties acknowledge that certain information, software technology, accompanying documentation and technical information may be
<br />subject to United States export control laws. You will not directly or indirectly export or re- export the Pictometry Software in violation of the Export Administration
<br />Regulations of the U.S. Department of Commerce.
<br />Governing Law. This License will be governed by and interpreted in accordance with the laws of the State of New York, excluding its conflict of laws principles.
<br />Assignment. You may not assign this License without Pictometry's prior written consent. Any assignment in violation of this License will be null, void and of no force
<br />and effect. For all purposes under this License, any merger, consolidation, spin -off, acquisition or change -in- control will be deemed an assignment.
<br />Partial Invalidity; Survival. If any provision of this License is held invalid or unenforceable by competent authority, that provision will be construed so as to be
<br />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 particular
<br />provision of this License will not affect its other provisions and this License will be construed in all respects as if the invalid or unenforceable provision were omitted.
<br />The provisions of this License that by their nature would survive its termination will survive indefinitely.
<br />Force Majeure. Neither party will be liable for any costs or damages due to nonperformance under this License arising out of any cause not within the reasonable
<br />control of such party and without its fault or negligence. Neither party will be liable for any delay or failure in the performance of its obligations under this License that
<br />directly results from any failure of the other party to perform its obligations as set forth in this License.
<br />Waiver. No waiver of a breach of any term of this License will be effective unless in writing and duly executed by the waiving party. No such waiver will constitute a
<br />waiver of any subsequent breach of the same or any other term of this License. No failure on the part of a party to exercise, and no delay in exercising any of its rights
<br />hereunder will operate as a waiver thereof, nor will any single or partial exercise by a party of any right preclude any other or future exercise thereof or the exercise of
<br />any other right. No course of dealing between the parties will be deemed effective to modify, amend or discharge any part of this License or the rights or obligations of
<br />any party hereunder.
<br />Entire Agreement; Construction. This License contains the entire understanding of the parties with respect to the subject matter hereof and supersedes any prior or
<br />contemporaneous understandings regarding that subject matter. No amendment to or modification of this License will be binding unless in writing and signed by
<br />Pictometry. There are no representations, warranties, or obligations of any party not expressly contained herein. The headings in this License are for convenience only.
<br />They do not constitute a portion of this License and will not be used in any construction of it.
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