the parties specifically consent and agree that the courts of the State of New York or, in the alternative, the Federal Courts located in the State of New York
shall have exclusive jurisdiction over each of the parties and over the subject matter of any such proceedings, and that the venue of any such action shall be
in Monroe County, New York or the U.S. District Court for the Western District of New York, as applicable.
6.7 This License Agreement will be enforced fo the fullest extent permitied by applicable law. If any provision of this License Agreement is held to be invalid or
unenforceable to any extent, then (a) such provision will be interpreted, construed and reformed to the extent reasonably required to render it valid,
enforceable and consistent with its original intent and (b) such invalidity or unenforceability will not affect any other provision of this License Agreement.
6.8 Where applicable, each affiliated company of Pictomctry and each third party supplier of the Online Services or any Licensed Content has the right fo assert
and enforce the provisions of this License Agreement directly on its own behalf as a third party beneficiary.
6.9 Inthe event ofa breach of your obligations under this License Agreement or your payment obligations with respect to acccss to the Online Services or the
Licensed Content, you agree to pay all of Pictometry's costs of enforcement and collection, including court costs and reasonable attorneys’ fees.
6.10 This License Agreement constitutes the entire agreement of the parties with respect to its subject matter and repiaces and supersedes any prior written or
verbal communications, representations, proposals or quotations relating to that subject matter.
[END OF ONLINE SERVICES GENERAL TERMS AND CONDITIONS|
Page 13 of 18 City of Nashua, NH — C179899 20160603 DD-0002-20160318
