Latitude Geographics Group Ltd 7/1/2019

third party alleging that Licensee's use of the Software or Online Services infringes a U.S. or Canadian patent, copyright, or trademark provided: a. Licensee promptly notifies LATITUDE in writing of the claim; b. Licensee provides LATITUDE documents describing the allegations of infringement; c. LATITUDE has sole control of the defense of any actions and negotiations related to the defense or settlement of any claim; and d. Licensee reasonably cooperates fully in the defense of the claim at LATITUDE's request. 10.2 If the Software or Online Services is found to infringe a Canadian or US patent, copyright, or trademark, LATITUDE, at its own expense, may either(i)obtain rights for Licensee to continue using the Software or Online Services, or(ii) modify the allegedly infringing elements of the Software or Online Services while maintaining substantially similar functionality. If neither alternative is commercially reasonable,the license shall terminate, and Licensee shall cease accessing or using the infringing Software or Online Services, and shall uninstall and return to LATITUDE or its authorized distributor any infringing item(s). LATITUDE's entire liability shall then be to indemnify Licensee pursuant to Article 10.1 and (i)with respect to Software licensed under a Perpetual License, refund the fees paid by Licensee to LATITUDE or its authorized distributor for the infringing items, prorated on a five(5)-year, straight-line depreciation basis beginning from the initial date of delivery, and (ii)with respect to Software licensed or Online Services subscribed to under a Term License, refund the fees paid with respect to the remainder of the Term License. 10.3 LATITUDE shall have no obligation to indemnify or defend Licensee or to pay any resultant costs, damages, or attorney's fees for any claims or demands alleging direct or contributory infringement to the extent arising out of(i) the combination or integration of the Software or the Online Services with a product, process, or system not supplied by LATITUDE or specified by LATITUDE in its Documentation; (ii) material alteration of the Software or the Online Services by anyone other than LATITUDE or its subcontractors; or(iii)use of the Software or the Online Services after modifications have been provided by LATITUDE for avoiding infringement or use after a return is ordered by LATITUDE under Article 10.2. 10.4 THE FOREGOING STATES THE ENTIRE OBLIGATION OF LATITUDE, ITS LICENSOR(S)AND ITS AUTHORIZED DISTRIBUTOR WITH RESPECT TO INFRINGEMENT OR ALLEGATION OF INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. ARTICLE 11. GENERAL PROVISIONS 11.1 Future Updates. Use of Products licensed under this Agreement is covered by the terms and conditions herein. New or updated Products may require additional or revised terms of use under the then-current LATITUDE Agreement. LATITUDE will make new or revised terms of use available at www.geocortex.com/legal or provide notice of new or revised terms to Licensee. 11.2 Export Control Regulations. Licensee expressly acknowledges and agrees that Licensee shall not export, reexport or provide the Product(s), in whole or in part, to (i)with the exception of Cuba, any country to which Canada or the United States has embargoed goods; (ii)any person on the U.S.Treasury Department's list of Specially Designated Nationals; (iii) any person or entity on the U.S. Commerce Department's Table of Denial Orders; or(iv) any person or entity where such export, reexport, or import violates any export control laws or regulations including amendments and supplemental additions as they may occur from time to time. Licensee shall not export the Product(s) or any underlying information or technology to any facility in violation of these or other applicable laws and warrants that it or its employees, consultants, or customers who gain access to the Product(s)are not a national, resident, or located in or under the control of, or acting on behalf of any person, entity, or country subject to such U.S. export controls. 11.3 Taxes and Fees,Shipping Charges. License fees quoted to Licensee are exclusive of any and all applicable taxes or fees including, but not limited to, sales tax, use tax,value-added tax(VAT), customs, duties, or tariffs, and shipping and handling charges. 11.4 No Implied Waivers. The failure of either party to enforce any provision of this Agreement shall not be deemed a waiver of the provisions or the right of such party thereafter to enforce that or any other provision. 11.5 Severability.The parties agree that if any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make the intent of the language enforceable. L200 10/2018 Page 8 of 13