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PICTOMETRY INTERNATIONAL CORP.
<br />GENERAL LICENSE AGREEMENT
<br />THIS LICENSE AGREEMENT is made as of the date set forth above (the "Effective Date ") by and between Pictometry International, Corp., a Delaware corporation
<br />with offices at 100 Town Centre Drive, Suite A, Rochester, NY 14623 ('Pictometry "), and the Licensee.
<br />Intending to be legally bound, Pictometry and the Licensee (each a "party ") hereby agree:
<br />ARTICLE — DEFINITIONS for purposes of this Agreement:
<br />1.1 "Pictometric Licensed Images" ( "Licensed Images ") means orthogonal and oblique digital images of portions of the earth's surface, captured from
<br />airborne platforms using Pictometry's patented and proprietary hardware and software capture system.
<br />1.2 "Community Images" ("Cl") means a set of views, each covering an entire Image Sector. One view from directly overhead and other views from
<br />different oblique angles.
<br />1.3 "Neighborhood Images" ( "NI ") means a set of overlapping, orthogonal and oblique views blanketing the entire sector, providing for a higher degree of
<br />detail than Community Images.
<br />1.4 "Image Sector" means a portion of an image collection project and defined as approximately one square mile in area.
<br />1.5 "Geographic MetaData" ( "Metadata ") means data supplied by Pictometry that is captured from airborne platforms using Pictometry's patented and
<br />proprietary hardware and software capture system.
<br />1.6 "Electronic Field Study" ( "EFS ") means a proprietary software and file structure package that allows for the display, navigation, measurement, annotation
<br />and analysis of Pictometric Licensed Images.
<br />1.7 "Pictometry Licensed Software" ( "Licensed Software ") means any proprietary software provided by Pictometry. This includes, but is not limited to,
<br />programs such as EFS and Change Analysis and program modules such as 911 or GIS integration / interfaces.
<br />1.8 "Image Warehouse" ( "IW ") means a hierarchical storage system of Pictometric Images, as well as data and elevation models, that allows fast, random
<br />access by geo- location.
<br />1.9 "Digital Elevation Model" ( "DEM ") means a general definition for a file containing ground elevation data. This may be a digital elevation model, a
<br />digital terrain model, or a reflective surface model and is meant to encompass all means of production, including LIDAR and stereo pairs.
<br />1.10 "Licensed Documentation" ( "Documentation ") means written and/or electronic materials containing instructions and other information related to the use
<br />of the Licensed Images and the Licensed Software.
<br />2. ARTICLE — GENERAL
<br />2.1 Licensed Products. This Agreement pertains to the particular Images described in Section A and Section B and attached to this Agreement (the "Licensed
<br />Images "), the particular copies of the Software listed in Section A and Section B (the "Licensed Software "), the associated Metadata (the "Licensed
<br />Metadata "), and the DEM described in Section A and Section B attached to this Agreement (the "Licensed DEM "), all of which, along with the
<br />Documentation, are together referred to as the "Licensed Products ". The terms and conditions of this Agreement may also apply to other products or services
<br />that may from time to time be licensed from Pictometry by the Licensee.
<br />2.2 System Installation. Pictometry shall install a copy of the Licensed Products on storage media either provided by Licensee or purchased from Pictometry,
<br />as specified in Section A. With the assistance of Pictometry, the Licensee will install the Licensed Products from that media onto computers, including
<br />server computers. The Licensee will be responsible for assuring that the computer system being used for these purposes will satisfy the minimum system
<br />requirements set forth on Section B. Licensee and its Authorized Subdivisions (as provided in Section 2.4) may use and execute the Licensed Software for
<br />official purposes only.
<br />2.3 Data. Licensee agrees that Pictometry may audit Licensee's use of the Licensed Software and agrees to the sharing of supplementary data with Pictometry
<br />for the purpose of improving future software versions, providing for additional tools and enhancing the value of the software to the Licensee. Pictometry
<br />shall not transfer any data collected to any third party. Pictometry shall preserve at all times the confidentiality of information pertaining to data collections
<br />where the information is not in the public domain.
<br />2.4 Licensee May Authorize Subdivisions and Users. The Licensee may authorize any department, sub unit, or location within the Licensee (hereinafter
<br />"Authorized Subdivisions ") to have the Licensed Products installed on computers owned (or leased) and used by those Authorized Subdivisions. The
<br />installation of the Licensed Imagery and EFS, and the training of the Licensee and Authorized Subdivision Personnel ( "Authorized Users "), may be
<br />performed only by Pictometry or by the Licensee's employees who have received special training from Pictometry. All Authorized Subdivisions and
<br />Authorized Users shall operate under this Agreement as agents of the Licensee and comply with all obligations of Licensee with respect to the use and
<br />distribution of the Licensed Products, and Pictometry may look to the Licensee alone for assuring compliance with the terms and conditions of this
<br />Agreement. Licensee agrees: (a) that it will not allow any persons other than Authorized Users to use or operate, or to have any other access to, any of the
<br />Licensed Products (other than as described in Article 3.1 of this Agreement), (b) that it will not allow access to any of the Licensed Software except through
<br />Licensee and Authorized Subdivisions workstations, and (c) that it will cause all Authorized Users to comply with all of the terms, conditions, and
<br />limitations applicable to the Licensee under this Agreement.
<br />3. ARTICLE - GRANT OF LICENSE
<br />3.1 License Grant, Uses and Certain Fees. In consideration for the payment of the License Fees provided for in Article 4 below, and subject to the other terms
<br />and conditions of this Agreement, Pictometry hereby grants to Licensee, and Licensee hereby accepts, a nonexclusive, nontransferable, limited license (the
<br />"License ") for the following:
<br />(a) Installation. To install the Image Warehouse on servers and install related Licensed Products on workstations, all of which shall be owned (or leased)
<br />by, shall be located on the owned or leased property of, shall be under the control of, and shall be used only by the Licensee or by Authorized
<br />Subdivisions. None of the Licensed Products (except Licensed Images) shall be accessed except through such designated servers and workstations.
<br />(b) Documentation. To copy and use the related Documentation included in the Licensed Products in connection with the activities described in this
<br />Section 3.1.
<br />(c) Uses. Through Authorized Users only, to use and operate the Licensed Software on those designated servers and workstations in the conduct of the
<br />public business of the Licensee, or of the Authorized Subdivisions, and to use the Licensed Products in the following activities (and no others):
<br />(1) For Internal Business. To use and execute the Licensed Products for internal pursuit of its or their public responsibilities.
<br />(2) For Persons Doing Business With Licensee ('Project Participants "). Under the supervision of Authorized Users, allow representatives of
<br />persons doing business with the Licensee or an Authorized Subdivision on Licensee Projects (defined below) to use and execute the Licensed
<br />Software at the Licensee's or Authorized Subdivisions' facilities only. For these purposes, "Licensee Projects" shall mean any plan or effort,
<br />tangible or intangible, such as construction, real estate disposition, facilities management, environmental studies, or public information brochures
<br />or notices used or to be used by the Licensee or an Authorized Subdivision in pursuit of its public responsibilities. The Licensee or Authorized
<br />Subdivisions shall cause each Project Participant to agree to use the hard copies (or jpg copies) of Licensed Images solely in connection with the
<br />Licensee's or Authorized Subdivision's Project.
<br />(3) For Public Use. Through Authorized Users only, to use and execute the Licensed Software solely for the purpose of making hard copies and /or
<br />digital copies of Licensed Images for persons desiring them (which copies may contain annotations of information stored in the Licensed
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