Okaloosa County BOCC — November 3, 2015 — Pictometry Contract — reading text

av:.til8blc to Customer at the then-eurn:nt EAP rales.) • Tsunami: arGas :.tfTectcd by damage to critical infra structure res ulting from tsunam is. (Coveragc for mcas exceeding 200 square miles will be:. subject to Pietomclry resource availability, available to Customer at the then-current EAP rates.) B, Software - Use of Pictometry Change AnalysisTM - Piclometry 's EAP program includes the use of Change Analysis software for a term of ninety days from the date of delivery of the EAP imagery. The Change Analysis software simultaneously compares pre and pOSl disastet' images to aid recovery and restoration efforts. Page50fl5 Okaloosa County, FL - C 170390 20151007 CMT-00047-20150121 SECTION B LICENSE TERMS PICTOMETRY DELIVERED CONTENT TERMS AND CONDITIONS OF USE These Pictomctry Delivered Content Terms and Conditions of se (the " Delivercd Content Term s and C ondition~"), in combination with the corresponding Agreement into which these terms are incorporated, collectively set forth the terms and conditIOns that govcrn use of Delivered Content (as hereinafter dcfined) for use within computing environments opcrated by parties other than Pictometry. As us cd in the Delivered Content Terms and Conditions the term s "you" and ''your'' in uppercase or lowercase shall mean the Customer that entered into the Agreement into which the Delivered Content Terms and Conditions are incorporatcd. I. DEFINITIONS I, I "Authorized Subdivisjotl.'· means, if you are a county or a non-state consortium of counties, any political unit or subdivision located totally or subst,mtially within your bound aries that you authorize to have access to Delivered Content pursuant to the Delivered Con tent Terms and Conditions. 1.2 " Authorized System" mcans a workstation or server that meCIS each of the following criteria (i) it is owned or leased by you or an Authorized Subdivision, Oi) it is located within and only accessible from facilities that are owned or leased by you or an Authorized Subdivisi on, and (i ii) it is under the control of and may only be used by you or Authorized Subdivisions. 1.3 "Authorizcd User" means any employee of you or Authorized Subdivisions that is authorized by you to have access to the Delivered Content through an Authorized Systcm. 1.4 " Delivcred Co ntent'· mea ns the im ages, 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 Pictomelry pursuant to the Agreement. 1.5 "Protcct Participant" means any employee or contractor of pcrsons or entities performing services for compensation for you or an Authorized Subdivision that has been idcntified by writtcn notice to Pictometry prior to being grantcd access to Delivered Content and. unless Pictometry exp ress ly waives such requirement fo r any ind ivid ual , has entered into a written ag reement with Pictometry authorizing such access. 2. GRANT OF RIGHTS; RESTRICTIONS ON USE; OWNERSHIP 2.1 Subject to th e terms and CDnditions of the Agreement , you are granted nonexclusive, nontrans ferable , limited rights to: (a) install the Delivered Con tent on Authorized Systems~ (b) permi t access and use of the Delivered Content through Authorized Systcms by: (i) Authorized Users for performance of public resp onsibilities 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 cop ies) of Delivered Content solc ly for fulfilling public responsibilities of yo u or Authorized Subdivisions to be performed entirely within facilities of you or Authorized Subdi\'isions~ and (iii) individual members of the public, but only through Authorized Users and so lely for the purpose of mak ing hard copies or jpg copies of image~ of indivi,dual properties or structures (but not bulk orders of multiple properties or structures) to the individu al members of the public requesti ng 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 Co ntent Terms and Conditions. 2.3 You may not offer any part of the Delivered Content for commercial resa le or commercial redi stribution in any medium. 2.4 You may not distribute or otherwise make available any Delivered Contcnt to Googl e or its affiliatcs, either directly or indirectly. 2.5 You may not exploit the goodwill of Pictometry, includin g its trademarks, scrvice marks, or logos , without the express written consent of Pic tome try. 2.6 You may not remove, alter or obscure copyright notices or other noti ccs contained in the Delivered Co ntent. 2.7 All right. title, and interest (in cluding all copyrights, trademarks and other intellectual property rights) in Delivered Content in all media bclon g to Pictometry or it s third party supp liers. Nc ither you nor any users of the Delivered Content acquire any proprietary interest in the Delivered Content. or any co pies thereof, except the limited use rights granted herein . 3. OBLIGATIONS OF CUSTOMER 3.1 Geographic Data. Ifavailablc, you agree to provide to Pictometry geographic data in industry standard format (e.g., shape, DBF) including, but not lim ited to, digital elevation models, street centerline maps, tax parcel maps and centroids, which data, to the extent practicable, sha ll be incorporated into the Del ivered Content. You agree that any of this data that is owned by you may be distributcd and modified by Pictometry as part of its products and services . provided that at no time shall Pictometry clai m ownership of that data. 3.2 Notification. You shall (a) notify PictomClry 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 Pictoll1etry all cla imed or sus pected 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 Tcrms and Conditions. 3.4 Authorized Subdivision Compliance, You shall at all times be responsible for compliance by each Authorized Subdivision with the Delivered Content Tcnns and Conditions. 3.5 Pro.iect Participants. Each notice to Pictometry identifying a potential Project Participant sha ll include a detailed description of the sCDpe and nature of the Project Participants' planned work and the intended use of the Delivered Content in such work. PiclOmetry retains the right to restrict or revo ke access to Delivered Content by any Project Partic ipan t who does not compl y with the terms of tile Delivered Con tent 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, subj ect to Pictometry's righ t to termin ate the license in the event yo u do not pay in full the Fees specified elsewhere in the Agreement, the Agreement is terminated for any reaso n other than a breach of the Agreement by Pictometry, or as otherwise provided in thc Agreement. 4.2 Effect of Termination. Upon termination of the li cense granted to you in the Delivered Content Terms and Conditions, you shall 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 th e time, and return hard drive/media containing Delivered Content to Pictometry . 5. TRADEMARKS; CONFIDENTIALITY 5.1 Use of Pictometry's Marks. You agree not to attach any additional trademarks, trade names , logos or design ations to any Delivered Content or to any Page 6 of IS Okaloosa County, FL - C170390 20151007 CMT-00047-20 150121  copies of any Delivered Content without prior written approval from PictoJlletry. You may, however. include an appropriate government seal and your contact information so long as the seal and contact information in no way obscure or deface the Pictometry marks. You further agree that you will not use any Pictometry tradem ark , trade name, logo. or designation in connection with any product or service other than the Delivered Content . Your nonexclusive right to use Pictometry 's trademarks, trade name. logos, and designati ons are coterminous with the license granted to you in the Delivered Content Terms. 5.2 Confidentiality of Delivered Content. The Delivered Content consists of commercially valuable, proprietary products owned by Pictometry, the design and development of which reflect an investment of considerable time, effort, and money. The Delivered Content is treated by Pictometry as confidential and contains substantial trade secrets ofPictomctry. You agree that you will not disclose, provide a copy of, or disseminate the Delivered Content (other than as expressly permitted in the Delivered Content Terms and Conditions) or any part thereof to any person in any manner or for any purpose inconsistent with the license granted to you in the Delivered Content Tenns and Conditions. You agree to use your best efforts to assure that your personnel , and any others afforded access to the Delivered Content, protect the Delivered Content against unauthorized use, disclosure, copying, and dissemination, and that access to the Delivered Con tent and each part thereof will be strictly limited. 6, LIMITED WARRANTY; DISCLAIMER OF WARRANTIES 6,1 Limited Warranties; Exclusive Remedy. Pi ctometry warrants that the Delivered Content will contain tme and usable copies of the designated imagery as of the date of capture. As the sole and exclusive remedy for any breach of the foregoing warranty, Pictometry shall use reasonab le efforts to correct any deficiency that precludes usc of the Delivered Content in the manner intended. 6.2 Disclaimer of Other Warnwties, Except as provided in Section 6.1, above, THE DELIVERED CONTENT IS PROVIDED TO YOU "AS IS" AND "WITH ALL FAULTS." PICTOMETRY MAKES NO OTHER WARRANTIES OR REPRESENTATIONS OF ANY KrND. eXPRESS, IMPLIED, OR STATUTORY. ALL IMPLIED WARRANTIES, rNCLUDING BUT NOT LIMITED TO WARRANTIES OF PERFORMANCE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND ACC URACY, ARE