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DocuSign Envelope ID: 1DCC7DIE-6EEC-4382-AE73-8235B57FAB10
<br />SECTION B LICENSE TERMS
<br />PICTOMETRY ONLINE SERVICES
<br />GENERAL TERMS AND CONDITIONS
<br />These Pictometry Online Services General Terms and Conditions (the "General Terms and Conditions"), in combination with the corresponding Pictometry order form,
<br />if any, collectively constitute the license agreement (the "License Agreement") that govems your use of the Pictometry online services (the "Online Services"), the
<br />images available in the Online Services, and all associated metadata and data layers included in, provided with, or derived from those images (the "Licensed Content")
<br />provided by Pictometry International Corp. and its affiliated companies (collectively, "Pictometry"). The terms "you" and "your" in uppercase or lowercase shall mean
<br />the individual, entity (e.g., corporation, limited liability company, partnership, sole proprietor, etc.) or government agency entering into the License Agreement.
<br />1. GRANT OF RIGHTS; RESTRICTIONS ON USE; OWNERSHIP
<br />1.1 You are granted a nonexclusive, nontransferable, limited right to access and use the Online Services and the Licensed Content obtained or derived from the
<br />Online Services solely for your internal business purposes and not for resale or redistribution. The rights granted to you include, subject to the restrictions set
<br />forth below and on the Order Form, the right to copy limited portions of the Licensed Content onto your computer to facilitate preparation of hardcopies and
<br />work product records, and the right to make hardcopies of the Licensed Content, provided that the Licensed Content and the permitted copies thereof may
<br />not be sold, leased, loaned, distributed, or copied for use by anyone other than you.
<br />1.2 You may not make the Online Services available to any other party.
<br />1.3 You may not copy the Licensed Content or portions thereof onto any computer or storage device or media for the purpose of creating or maintaining one or
<br />more databases of that content for use in substitution for subsequent access to the content through the Online Services.
<br />1.4 You may not distribute or otherwise make available any Licensed Content to Google or its affiliates, either directly or indirectly.
<br />1.5 You may not exploit the goodwill of Pictometry, including its trademarks, service marks, or logos, without the express written consent of Pictometry.
<br />1.6 You may not remove, alter or obscure copyright notices or other notices contained in the Licensed Content.
<br />1.7 You may not offer any part of the Online Services or the Licensed Content for commercial resale or commercial redistribution in any medium.
<br />1.8 You may not use the Online Services or the Licensed Content to compete with any businesses of Pictometry.
<br />1.9 You may not use information included in the Online Services or the Licensed Content to determine an individual consumer's eligibility for (a) credit or
<br />insurance for personal, family, or household purposes; (b) employment; or (c) a government license or benefit. The term "consumer" is defined in the United
<br />States Fair Credit Reporting Act at 15 USC §1681.
<br />1.10 You may not access the Online Services via mechanical, programmatic, robotic, scripted or any other automated means. Unless otherwise agreed by
<br />Pictometry in writing, use of the Online Services is permitted only via manually conducted, discrete, human -initiated individual search and retrieval
<br />activities.
<br />1.11 All right, title, and interest (including all copyrights, trademarks and other intellectual property rights) in the Online Services and the Licensed Content in all
<br />media belong to Pictometry or its third party suppliers. Neither you nor any users of the Online Services or the Licensed Content acquire any proprietary
<br />interest in the Online Services, the Licensed Content, or any copies thereof, except the limited use rights granted herein.
<br />2. ACCESS TO SERVICES
<br />2.1 Only you, your employees, and temporary or contract employees dedicated to performing work exclusively for you (each, an "Eligible User" and
<br />collectively, the "Eligible Users") are eligible to access and use the Online Services and the Licensed Content pursuant to the License Agreement. Each
<br />Eligible User to be provided access to the Online Service shall be assigned a unique login/password ("Pictometry Credential") for purposes of accessing the
<br />Online Services. You agree that each Pictometry Credential shall only be used by the Eligible User to whom it was originally assigned and that Pictometry
<br />Credentials may not be shared with, or used by, any other person, including other Eligible Users. You will promptly deactivate an Eligible User's
<br />Pictometry Credential in the event the Eligible User no longer meets the eligibility requirements or you otherwise wish to terminate the Eligible User's
<br />access to the Online Services. You are responsible for all use of the Online Services accessed with Pictometry Credentials issued to your Eligible Users,
<br />including associated charges, whether by Eligible Users or others. You will use reasonable commercial efforts to prevent unauthorized use of Pictometry
<br />Credentials assigned to your Eligible Users and will promptly deactivate any Pictometry Credentials you suspect are lost, stolen, compromised, or misused.
<br />2.2 The Online Services, the Licensed Content, and features and functionality within the Online Services may be enhanced, added to, withdrawn, or otherwise
<br />changed by Pictometry without notice.
<br />2.3 You are aware and understand that any user data collected or stored by the Online Services may be accessed by US law enforcement agencies under the US
<br />PATRIOT Act. You hereby release, and agree to hold Pictometry harmless from, all claims against Pictometry with respect to such access.
<br />3. DISCLAIMERS
<br />3.1 The Online Services and the Licensed Content are provided for visualization purposes only, are not authoritative or definitive, and do not constitute
<br />professional engineering or surveying services.
<br />3.2 The Online Services and the Licensed Content are not to be relied upon to precisely locate or determine property boundaries and should not be used in lieu
<br />of a professional survey where the accuracy of measurements, distance, height, angle, area and volume, may have significant consequences.
<br />3.3 All measurements and reports generated by the Online Services or from the Licensed Content are based upon second order visualization and measurement
<br />data that do not provide authoritative or definitive measurement results suitable for professional engineering or surveying purposes.
<br />3.4 Contour information obtained from the Online Services or contained in the Licensed Content is generated from undersampled elevation data, is provided for
<br />informational purposes only, and is not suitable for use as the basis for hydrographic computations, estimations or analyses.
<br />3.5 While the Online Services and the Licensed Content may be considered useful supplements for life critical applications, they are not designed or maintained
<br />to support such applications and Pictometry and its third party suppliers of the Online Services and the Licensed Content hereby disclaim all liability for
<br />damages claims and expenses arising from such use.
<br />3.6 Your reliance on the Online Services and the Licensed Content should only be undertaken after an independent review of their accuracy, completeness,
<br />efficacy, timeliness and adequacy for your intended purpose.
<br />3.7 Pictometry and each third party supplier of any portion of the Online Services or the Licensed Content assume no responsibility for any consequences
<br />resulting from the use of the Online Services or the Licensed Content.
<br />3.8 Pictometry and each third party supplier of any portion of the Online Services or the Licensed Content hereby disclaim all liability for damages, claims and
<br />expenses arising from or in any way related to the accuracy or availability of the Online Services and the Licensed Content.
<br />3.9 By accepting these General Terms and Conditions or by using the Online Services or the Licensed Content, you waive any and all rights you may have
<br />against Pictometry, each third party supplier of any portion of the Online Services or the Licensed Content, and each of their directors, officers, members and
<br />employees, arising out of use of or reliance upon the Online Services or the Licensed Content.
<br />Page 5 of 12 City of Everett, WA — C 11015736 2019-06-25 DD-0001-20160318
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