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DocuSign Envelope ID: 1 DCC7D1 E-6EEC-4382-AE73-8235657FAB10
<br />SECTION B LICENSE TERMS
<br />PICTOMETRY SOFTWARE
<br />LICENSE AGREEMENT
<br />PLEASE READ THIS SOFTWARE LICENSE AGREEMENT ("LICENSE") CAREFULLY BEFORE DOWNLOADING, INSTALLING OR USING THE
<br />SOFTWARE. BY USING THE SOFTWARE, YOU AGREE TO THE TERMS OF THIS LICENSE. IF YOU DO NOT AGREE TO THE TERMS OF THIS
<br />LICENSE, DO NOT DOWNLOAD, INSTALL OR USE THE SOFTWARE.
<br />1. GENERAL. The software ("Pictometry Software") and any written materials that accompany the software ("Documentation") in any media or form are licensed,
<br />not sold, to you by Pictometry International Corp. ("Pictometry") for use only under the terms of this License. Pictometry reserves all rights not expressly granted
<br />to you in this License.
<br />2. LICENSE. Subject to the terms and conditions of this License, you are granted a limited, non -transferable, terminable, non-sublicenseable, non-exclusive license
<br />to install and use the Pictometry Software and the Documentation (collectively, the "Proprietary Materials") solely for internal use. Use of the functionality
<br />provided by the Pictometry Software other than for your internal use is prohibited, except with the prior written approval of Pictometry. You may make one copy
<br />of the Pictometry Software in machine-readable form for backup purposes only; provided that the backup copy must include all copyright and other proprietary
<br />notices contained in the original. You will not and will not enable others to decompile, reverse engineer, disassemble, attempt to derive the source code of,
<br />decrypt, modify, create derivative works of, or tamper with or disable any security or monitoring features within the Pictometry Software. Any attempt to do so is
<br />a violation of the rights of Pictometry and its licensors.
<br />3. 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
<br />Proprietary 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
<br />under this License, except for the express license granted to you hereunder. You will not remove any copyright or other proprietary notice or legend contained on
<br />or included in any Proprietary Materials and you will reproduce all such information on all copies made hereunder. You will keep the Proprietary Materials free of
<br />all claims, liens and encumbrances.
<br />4. DISCLAIMERS OF WARRANTY. USE OF THE PICTOMETRY SOFTWARE IS AT YOUR SOLE RISK. TO THE MAXIMUM EXTENT PERMITTED
<br />BY APPLICABLE LAW, THE PICTOMETRY SOFTWARE IS PROVIDED "AS IS", WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND,
<br />AND PICTOMETRY HEREBY DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE PICTOMETRY SOFTWARE, WHETHER EXPRESS,
<br />IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND OF FITNESS FOR A
<br />PARTICULAR PURPOSE. PICTOMETRY DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN OR PROVIDED BY THE PICTOMETRY
<br />SOFTWARE WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE PICTOMETRY SOFTWARE WILL BE UNINTERRUPTED OR
<br />ERROR -FREE, OR THAT DEFECTS IN THE PROPRIETARY MATERIALS WILL BE CORRECTED.
<br />5. LIMITATION OF LIABILITY. IN NO EVENT WILL PICTOMETRY BE LIABLE FOR ANY INCIDENTAL, SPECIAL, INDIRECT OR
<br />CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA,
<br />BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES ARISING OUT OF OR RELATED TO YOUR USE OR
<br />INABILITY TO USE THE PICTOMETRY SOFTWARE, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT
<br />OR OTHERWISE), EVEN IF PICTOMETRY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL PICTOMETRY'S
<br />TOTAL LIABILITY TO YOU FOR ALL DAMAGES (OTHER THAN AS MAY BE REQUIRED BY APPLICABLE LAW IN CASES INVOLVING
<br />PERSONAL INJURY) CAUSED BY, ARISING OUT OF OR IN ANY WAY RELATED TO THE PICTOMETRY SOFTWARE EXCEED THE AMOUNT OF
<br />FIFTY DOLLARS ($50.00). THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL
<br />PURPOSE.
<br />6. TERMINATION. This License will terminate automatically without notice from Pictometry if you fail to comply with any term of this License. Upon the
<br />termination of this License, you will cease all use of the Pictometry Software and destroy all copies, full or partial, of the Proprietary Materials.
<br />7. MISCELLANEOUS PROVISIONS.
<br />A. Restricted Rights. Pictometry Software acquired with United States Government funds or intended for use within or for any United States federal agency is
<br />provided with "Restricted Rights" as defined in DFARS 252.227-7013, Rights in Technical Data and Computer Software and FAR 52.227-14, Rights in
<br />Data -General, including Alternate III, as applicable. Pictometry must be notified in advance of any license grants to United States federal governmental
<br />entities. The Pictometry Software is developed for general use in a variety of applications and is not developed or intended for use in any inherently
<br />dangerous applications or applications that could lead to property damage, personal injury or death. If you use the Pictometry Software in such applications,
<br />then you will be responsible for taking all appropriate fail-safe, backup, redundancy, and other measures to ensure the safe use of the Pictometry Software in
<br />such applications, including but not limited to, in any nuclear, aviation, mass transit, public safety or medical applications.
<br />B. Foreign Trade Restrictions. The parties acknowledge that certain information, software technology, accompanying documentation and technical
<br />information may be subject to United States export control laws. You will not directly or indirectly export or re-export the Pictometry Software in violation of
<br />the Export Administration Regulations of the U.S. Department of Commerce.
<br />C. 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
<br />principles.
<br />D. 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
<br />of no force and effect. For all purposes under this License, any merger, consolidation, spin-off, acquisition or change -in -control will be deemed an
<br />assignment.
<br />E. Partial Invalidity; Survival. If any provision of this License is held invalid or unenforceable by competent authority, that provision will be construed so as
<br />to be 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
<br />particular 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
<br />were omitted. The provisions of this License that by their nature would survive its termination will survive indefinitely.
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