SECTION B LICENSE TERMS
PICTOMETRY SOFTWARE
LICENSE AGREEMENT
PLEASE READ THIS SOFTWARE LICENSE AGREEMENT (‘'LICENSE") CAREFULLY BEFORE DOWNLOADING, INSTALLING OR USING THE
SOFTWARE. BY USING THE SOFTWARE, YOU AGREE TO THE TERMS OF THIS LICENSE. IF YOU DO NOT AGREE TO THE TERMS OF THIS
LICENSE, DO NOT DOWNLOAD, INSTALL OR USE THE SOFTWARE.
1,
GENERAL. The software (“Pictometry Software”) and any written materials that accompany the software (“Documentation”) in any media or form are licensed,
not sold, to you by Pictometry International Corp. ("Pictometry") for use only under the terms of this License, Pictomctry reserves all rights not expressly granted
to you in this License.
LICENSE. Subject io the terms and conditions of this License, you are granted a limited, non-transferable, terminable, non-subjicenseable, non-exclusive license
to install and use the Pictometry Software and the Documentation (collectively, the “Proprietary Materials”) solely for internal use. Use of the functionality -
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
of the Pictometry Software in machine-readable form for backup purposes only; provided that the backup copy must include all copyright and other proprietary
hotices contained in the criginal. You will not and will not enable others to decompile, reverse engineer, disassemble, attempt to derive the source code of,
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
a violation of the rights of Pictometry and its licensors.
TITLE. The Proprietary Materials are confidential information of, trade secrets of, and are proprietary to Pictometry. Title to the Proprietary Materials is and will
remain in Pictometry and its licensors. All applicable rights to patents, copyrights, trademarks, trade secrets, and other intellectual property rights in the
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
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
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
all claims, liens and encumbrances,
DISCLAIMERS OF WARRANTY. USE OF THE PICTOMETRY SOFTWARE IS AT YOUR SOLE RISK. TO THE MAXIMUM EXTENT PERMITTED
BY APPLICABLE LAW, THE PICTOMETRY SOFTWARE IS PROVIDED "AS IS", WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND,
AND PICTOMETRY HEREBY DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE PICTOMETRY SOFTWARE, WHETHER EXPRESS,
IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND OF FITNESS FOR A
PARTICULAR PURPOSE. PICTOMETRY DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN OR PROVIDED BY THE PICTOMETRY
SOFTWARE WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE PICTOMETRY SOFTWARE WILL BE UNINTERRUPTED OR
ERROR-FREE, OR THAT DEFECTS IN THE PROPRIETARY MATERIALS WILL BE CORRECTED
LIMITATION OF LIABILITY. IN NO EVENT WILL PICTOMETRY BE LIABLE FOR ANY INCIDENTAL, SPECIAL, INDIRECT OR
CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA,
BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES ARISING OUT OF OR RELATED TO YOUR USE OR
INABILITY TO USE THE PICTOMETRY SOFTWARE, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT
OR OTHERWISE), EVEN IF PICTOMETRY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL PICTOMETRY'S
TOTAL LIABILITY TO YOU FOR ALL DAMAGES (OTHER THAN AS MAY BE REQUIRED BY APPLICABLE LAW IN CASES INVOLVING
PERSONAL INJURY) CAUSED BY, ARISING OUT OF OR IN ANY WAY RELATED TO THE PICTOMETRY SOFTWARE EXCEED THE AMOUNT OF
FIFTY DOLLARS ($50.00). THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL
PURPOSE.
TERMINATION. This License will terminate automatically without notice from Pictometry if you fail to comply with any term of this License. Upon the
termination of this License, you will cease all use of the Pictometry Software and destroy all copies, full or partial, of the Proprietary Materials.
MISCELLANEOUS PROVISIONS.
A. Restricted Rights. Pictometry Software acquired with United States Government funds or intended for use within or for any United States federal agency is
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
Data-General, including Alternate III, as applicable, Pictometry must be notified in advance of any license grants to United States federal governmental
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
dangerous applications or applications that could lead to property damage, personal injury or death. If you use the Pictometry Software in such applications,
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
such applications, including but not limited to, in any nuclear, aviation, mass transit. public safety or medical applications.
B. Foreign Trade Restrictions, The parties acknowledge that certain information, software technology, accompanying documentation and technical
information may be subject to United States export contre! laws, You will not directly or indirectly export or re-export the Pictometry Software in violation of
the Export Administration Regulations of the U.S. Department of Commerce.
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
principles.
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
of no force and effect. For all purposes under this License, any merger, consolidation, spin-off, acquisition or change-in-contro! will be deemed an
assignment.
E. Partial Invalidity; Survival. If any provision of this License is held invalid or unenferceable by competent authority, that provision will be construed so as
to be limited or reduced to be enforceable to the maximnum extent compatible with the law as it will then appear. The total invalidity or unenforceability of any
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
were omitted. The provisions of this License that by their nature would survive its termination will survive indefinitely.
Page 14 of 18 City of Nashua, NH — C179899 20160603 DD-0002-20160318
