SECTION B LICENSE TERMS
PICTOMETRY DELIVERED CONTENT
TERMS AND CONDITIONS OF USE
These Pictometry Delivered Content Terms and Conditions of Use (the “Delivered Content Terms and Conditions”), in combination with the corresponding Agreement
into which these terms are incorporated, collectively set forth the terms and conditions that govern use of Delivered Content (as hereinafter defined) for use within
computing environments operated by parties other than Pictometry. As used in the Delivered Content Terms and Conditions the terms “you” and “your” in uppercase
or Jowercase shall mean the Customer that entered into the Agreement into which the Delivered Content Terms and Conditions are incorporated.
1. DEFINITIONS
1.1 “Authorized Subdivision” means, if you are a county or a non-state consortium of counties, any political unit or subdivision located totally or substantially
within your boundaries that you authorize to have access to Delivered Content pursuant to the Delivered Content Terms and Conditions.
12 “Authorized System” means a workstation or server that meets each of the following criteria (i) it is owned or leased by you or an Authorized Subdivision, (ii)
it is located within and only accessible from facilines that are owned or leased by you or an Authorized Subdivision, and (iii) it is under the control of and may
only be used by you or Authorized Subdivisions.
1.3. “Authorized User” means any employee of you of Authorized Subdivisions that is authorized by you to have access to the Delivered Content through an
Authorized System.
1.4 “Delivered Content” means the images, metadata, data layers, models, reports and other geographic or structural visualizations or embodiments included in,
provided with, or derived from the information delivered to you by or on behalf of Pictometry pursuant to the Agreement.
1.5 “Project Participant” means any employee or contractor of persons or entities performing services for compensation for you or an Authorized Subdivision that
has been identified by written notice to Pictometry prior to being granted access to Delivered Content and, unless Pictometry expressly waives such requirement
for any individual, has entered into a written agreement with Pictometry authorizing such access,
2. GRANT OF RIGHTS; RESTRICTIONS ON USE; OWNERSHIP
2.1 Subject to the terms and conditions of the Agreement, you are granted nonexclusive, nontransferable, limited rights to:
(a) install the Delivered Content on Authorized Systems;
(b) permit access and use of the Delivered Content through Authorized Systems by:
(i) Authorized Users for performance of public responsibilities of you or Authorized Subdivisions that are to be performed entirely within facilities
of you or Authorized Subdivisions,
(ii) Project Participants under the supervision of Authorized Users for performance of tasks or preparation of materials using only hard copies (or
jpg copies) of Delivered Content solely for fulfilling public responsibilities of you or Authorized Subdivisions to be performed entirely within
facilities of you ar Authonzed Subdivisions; and
(iii) individual members of the public, but only through Authorized Users and solely for the purpose of making hard copies or jpg copies of images
of individual properties or structures (but not bulk orders of multiple properties or structures) to the individual members of the public requesting
them.
2.2. You may not reproduce, distribute or make derivative works based upon the Delivered Content in any medium, except as expressly permitted in the Delivered
Content Terms and Conditions.
2.3. You may not offer any part of the Delivered Content for commercial resale or commercial redistribution in any medium.
2.4 You may not distribute or otherwise make available any Delivered Content to Google or its affiliates, cither directly or indirectly.
2.5 You may not exploit the goodwill of Pictometry, including its trademarks, service marks, or logos, without the express written consent of Pictometry.
2.6 You may not remove, alter or obscure copyright notices or other notices contained in the Delivered Content.
2.7 Allright, title, and interest (including all copyrights, trademarks and other intellectual property rights) in Delivered Content in all media belong to Pictometry
or its third party suppliers. Neither you nor any users of the Delivered Content acquire any proprietary interest in the Delivered Content, or any copies thereof,
except the limited use rights pranted herein.
3. OBLIGATIONS OF CUSTOMER
3.1 Geographic Data. ff available, you agree to provide to Pictometry geographic data in industry standard format {e.g., shape, DBF) including, but not limited
to, digital elevation models, street centerline maps, tax parcel maps and centroids, which data, to the extent practicable, shall be incorporated into the Delivered
Content, You agree that any of this data that is owned by you may be distributed and modified by Pictometry as part of its products and services, provided
that at no time shall Pictometry claim ownership of that data.
3.2 Notification, You shall (a) notify Pictometry in writing of any claims or proceedings involving any of the Delivered Content within ten (10) days after you
learn of the claim or proceeding, and (b) report promptly to Pictometry all claimed or suspected defects in Delivered Content.
3.3. Authorized User Compliance. You shall at all times be responsible for compliance by each Authorized User with the Delivered Content Terms and
Conditions.
3.4 Authorized Subdivision Compliance. You shall at all times be responsible for compliance by each Authorized Subdivision with the Delivered Content Terms
and Conditions.
3.5 Project Participants. Each notice to Pictometry identifying a potential Project Participant shall include a detailed description of the scope and nature of the
Project Participants’ planned work and the intended use of the Delivered Content in such work. Pictometry retains the right to restrict or revoke access to
Delivered Content by any Project Participant who does not comply with the terms of the Delivered Content Terms and Conditions,
4. LICENSE DURATION; EFFECT OF TERMINATION
4.1 Term. The license granted to you in the Delivered Content Terms and Conditions is perpetual, subject to Pictometry’s right to terminate the license in the
event you do not pay in full the Fees specified elsewhere in the Agreement, the Agreement is terminated for any reason other than a breach of the Agreement
by Pictometry, or as otherwise provided in the Agreement.
4.2. Effect of Terminatien, Upon termination of the license pranted to you in the Delivered Content Terms and Conditions, you shal! immediately cease all use
of the Delivered Content, promptly purge all copies of the Delivered Content from all workstations and servers on which any of it may be stored or available
at the time, and return hard drive/media containing Delivered Content to Pictometry.
5. TRADEMARKS; CONFIDENTIALITY
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