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Exhibit A <br /> 11 <br /> idsTM LICENSE AGREEMENT <br /> IMPORTANT - READ CAREFULLY: By exercising your rights to use the Software, <br /> the City of Everett, WA (the "Customer") agree to be bound by the terms of this <br /> License Agreement (this "Agreement"). If you do not agree to the terms of this <br /> Agreement, promptly return the Software and all accompanying materials to the <br /> location from which you obtained them. <br /> Customer and Analytical Surveys, Inc. (ASI), through its GIS Data Distribution <br /> Group and having a place of business at 9725 Datapoint Dr., Ste.300B <br /> San Antonio, TX 78229 (the "Licensor"), agree as follows: <br /> 1. Definitions. Except where the context of their use clearly requires a <br /> different interpretation, the following terms used in this Agreement shall have the <br /> following meanings: <br /> "Software" means the software created by Licensor for the retrieval and display <br /> of certain digital data, and any and all improvements, modifications, enhancements and <br /> updates thereof, provided by Licensor to Customer. <br /> "Documents" means any manuals, publications and other written documents <br /> relating to the operation of the Software provided by Licensor to Customer. <br /> "Customer Data" means the data provided by Customer for creation of the Data <br /> incorporated into the Software. <br /> "Data" means all digital data contained in the Software, including the <br /> reformatted Customer Data and any data provided by Licensor, and any and all updates <br /> thereto, provided by Licensor to Customer. <br /> "Media" means the CD-ROMS, DVDs, PCMCIA cards, Network Servers and <br /> other media containing the Software and Data. <br /> "Publishing Service Agreement" means the agreement between Licensor and <br /> Customer, if any, as amended from time to time, whereby Licensor agrees to reformat <br /> Customer Data for inclusion in the Software over a designated term. <br /> "Specifications" means the Specifications as defined in the Publishing Service <br /> Agreement, or if there is no Publishing Service Agreement between Licensor and <br /> Customer, the Specifications as defined in the Documents. <br /> 2. Grant of License. During the term of this Agreement and so long as . <br /> Customer is in full compliance with this Agreement, Licensor grants to Customer a non- <br /> exclusive, non-transferable license to use the Software, Data and Documents for <br /> internal Customer purposes only. <br /> 3. Restrictions on Use. Except as expressly provided otherwise in this <br /> Agreement, Customer shall not, without the prior written consent of Licensor, use or <br /> permit the use of the Software, Data or Documents by or for the benefit of any person <br /> other than Customer; make copies of the Software or Documents; license, sublicense, <br /> lease, sell, or grant rights in the Software, Data or Documents to others; use Licensor's <br /> confidential information and trade secrets contained in the Software to aid in the <br /> development of software or products that are competitive with the Software; or attempt <br /> to create or permit others to attempt to create, by reverse compiling or unassembling or <br /> otherwise, any part of the Software. <br /> 4. Copy Restrictions. The Software is protected by United States copyright <br /> laws, including copyrights of Licensor and underlying copyrights of third party data and <br /> software provided to Licensor and utilized in connection with the Software. Unauthorized <br /> copying of the Software, including Software that has been modified, merged or included <br /> with other software, is expressly forbidden. Licensee may be held legally responsible for <br /> any copyright infringement. Subject to these restrictions, (i) Licensee may install and <br /> City of Everett,WA December 8,2005 <br /> idsTM' LICENSE AGREEMENT Page: 1 <br /> 54 <br />