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

HEREBY DISCLAIMED AND EXCLUDED BY PICTOMETRY 6,3 Limitation of Liability, With respect to any other claims that you may have or assert against Pictometry on any matter relating to the Delivered Content, the total liability of Pictometry shall, in the aggregate, be limited to the aggregate amount received by Pictometry in payment for Delivered Content during the immediately preceding twenty-four (24) month period. 7, MISCELLANEOUS PROVISIONS 7.1 Restricted Rights. Delivered Content acquired with United States Government funds or intended for use within or for any United States federal agency is provided with"Restricted Rights" as defmed in DFARS 252.227-7013, Rights in Technical Data and Computer Software and FAR 52 .227-14, Rights in Data-Gencral. including Alternate Ill, as applicable. 7,2 Governing Law, This License Agreement sha ll be governed by and interpreted in accordance with the laws of the State of New York, excluding its conflicts of law principles. [END OF DELIVERED CONTENT TERMS AND CONDITIONS[ Page 7 of 15 Okaloosa County, FL - C170390 20 I 5 1007 CMT-00047-20 ISO 121 SECTION B LICENSE TERMS PICTOMETRY ONLINE SERVICES GENERAL TERMS AND CONDITIONS These Pictometry Online Services General Terms and Conditions (the "General Tenns and Conditions"), in combination with the corresponding Pictometry order form, if any, collectivcly constitute the license agreement (the '·I.icense Agreement") that governs your use of thc Pictometry online serv ices (the "Online Services"), the imagt:s available in the Online Services, and all associated mctadata and data layers includcd in, provided with, or derived from those images (the " Licensed Content") provided by Pictometry International Corp. and its affiliated companies (coll ectively, "Pictometry"). The terms "you" and "your" in uppercase or lowercas.: shallmcan the individual. entity (e. g., corporation, limited liability company, partnership, sole proprietor, etc.) or government agency entering into the License Agreement. I. GRANT OF RJGHTS; RESTRICTIONS ON USE; OWNERSHIP 1.1 YOli arc granted a nonexclusive, nontransferable, limited right to access and use the Online Services and the Licenscd Content obtained or derived from the Online Services solely for your internal business purposes and not for resale or redistribution. The rights granted to you include. subject to the rcstri ctions set forth below and on the Order Form, the right to copy limited portions of the Licensed Content onto your computer to facilitate preparation of hardcopics and work product records, and the right to make hard copies of the Licensed Content, provided that the Licensed Content and thc permitted copies thereof may not be sold, leased, loaned, distributed, or copied for use by anyone other than you. 1.2 You may not makc the Online Serviccs availablc to any other party. 1.3 You may not copy the Licensed Content or portions thereof onto any computer or storage device or media for the purpose of creating or maintaining one or more databases of that co ntent for use in substitution for subsequent access to the content through the Online Services. 1.4 You may not distribute or otherwise make available any Licensed Content to Google or its affil iates, eith er directly or indirectly. 1.5 You may not exploit the goodwill of Pic tometry, including its trademarks, service marks, or logos, without the express written consent of Pictometry. 1.6 You may not remove, alter or obscure copyright notices or other notices contained in the Licensed Content. 1.7 You may not offer any part of the Online Serviccs or the Licensed Content for commercial resale or commercial redistribution in any medium. 1.8 You may not use the Online Services or the Licenscd Content to compete with any busi nesses of Pictometry. 1.9 You may not use information included in the Online Services or the Licensed Content to determine an individual consumer's eligibility for (a) credit or insurance for personal, family, or household purposes; (b) employment: or (c) a government license or benefit. The tenn "consumer" is defined in the United States Fai r Credit Reporting Act at 15 USC § 1681 . 1.10 You may not access tbe Online Services via mcchanical, programmatic, robotic, scripted or any other automated means. Unless otherwise agreed by Pictomctry in writing, usc of the Online Services is pennitted only via manually co nducted , discrete , hum an -initiated indiv idual scarch and rctrieval activities. 1.11 All right, title, and interest (including all copyrights, tradcmarks and other intellectual property rights) in the Online Services and the Licensed Content in all media belong to Pictomctry or its third party suppliers Neither you nor any users oftbe Onl ine Services or the Licensed Content acquire any propriClary interest in the Online Services, the Licensed Content, or any copies thereof, except the limited use rights granted herein . 2. ACCESS TO SERVICES 2.1 Only you , your employees, and temporary or contract employees dedicated to performing work exclusively for you (each , an "Eligible Us er" and collcctively, the "Eligible Users") are eligible to access and use the Online Services and the Licensed Content pursuant to the License Agreement. [ach Eligible User to be provided access to the Online Service shall be assigned a unique login/password ("Pictometry Credential") for purposes of accessing the Online Services. You agree (hat each Pictometry Credential shall only be used by the Eligible User to whom it was originally assigned and that Pietometry Credentials may not be shared With , or used by, any other person, including other Eligible Users. You will promptly deactivatc an Eligible User's Pictometry Credential in the event the Eligible User no longer meets the eltgibility requirements or you otherwise wish (0 termin ate thc Eligible User's access to the Online Services. You are responsible for all use of the Online Services accessed with Pictometry Credentials issued to your Eligible Users, including associated charges , whether by Eligible Users or others. You will use reasonable commercial efforts to prevent unauthorized use of Pictom etry Credentials assigned to your Eligible Users and will promptly deactivate any Pictometry Credentials you suspect are lost, stolen , compromised, or misused. 2.2 The Online Services, the Licensed Content, and features and functionality within the Online Services may be enhanced, added to , withdrawn, or otherwise changed by Pictometry without not icc. 2.3 You are aware and understand that any user data collected or stored by the Online Services may be accessed by US law enforcement agencies under the US PATRIOT Act. You hereby release, and agree to hold Pictometry harmless from, all claims against Pictometry with respect to such access. 3. DISCLAIMERS 3.1 The Online Services and the Licensed Content are provided for visualization purposes only, are not authoritative or definitive, and do not constitute professional engineering or surveying services. 3.2 The Online Services and the Licensed Content are not to be relied upon to precisely locate or determine property boundaries and should not be used in licu of a professional survey where the accuracy of measurcments, distance, height , angle, area and volume, may have significant consequences. 3.3 All measu rements and reports generated by the Online Services or from the Licensed Content are based upon second order visualization and measurement data that do not provide authoritative or definitive measurement results suitable for professional engineering or surveying purposes. 3.4 Contour infonnation obtained from the Online Services or contained in the Licensed Content is generated from undersampled elevation data, is provided for informational purposes only, and is not suitable for use as the basis for hydrographi c computations, estimations or analyses. 3.5 While the Online Services and the Licensed Content may be considered useful supplements for life critical applications, they are not dcsigned or maintained to support such applications and Pictomctry and its third party suppliers of the Online Services and the Licensed Content hereby disclai m all liability for damages claims and expenses arising from such use. 3.6 Your reliance on the Online Services and the Licensed Content should only be undertaken after an independent review of their accuracy, completcness, efficacy, timeliness and adequacy for your intended purpose. 3.7 Pictometry and each third party supplier of any portion of the Online Services or the Licensed Content assume no responsibility for any consequences resulting from the use of the Online Services or the Liccnsed Content. 3.8 Pictometry and eaeh third party supplier orany portion of the Online Scrvices or the Licensed Content hereby disclaim all liability for damages, claims and expenses arising from or in any way rdated to the accuracy or availability of the Online Services and the Liccnsed Content 3.9 By accepting these General Terms and Conditions or by using the Online Services or the Licensed Content, you waive any and all rights you may have against Pictometry, each third party supplier of any portion of the Online Servi ces or the Licensed Content, and each of their directors , officers, members and employees, arising out of use of or reliance upon the Online Services or the Licensed Content . Page 8 of 15 Okaloosa County, FL - C 170390 20151007 CMT -0004 7-20 1501 21  4. LIMITED WARRANTY 4.1 Pictometry represents and warrants that it has the right and authority to make the Online Services and the Licensed Content available to you and your Eligi ble Users as authorized expressly by this License Agreement. 4.2 EXCEPT AS OTHERWISE PROVID ED IN SECTION 4.1, THE ONLINE SERVICES AND LICENSED CONTENT ARE PROVIDED ON AN "AS IS" , "AS AVAILABLE" BASIS AND PICTOMETR Y AND EACH THIRD PARTY SUPPLIER OF LIC ENSED CONTENT EXPRESSI.Y DISCLAIM ALL OTHER WARRANTIES, INCLUDING THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PUIU'OSL 5. LIMITATION OF LIABILITY 5.1 No Covered Party (as defined below) shall be liable for any loss, injury, claim, liability, or damage of any kind resulting in any way from (a) any errors in or omissions from the Online Services or the Licensed Content, (b) the unavailability or interruption of the Online Services or any features thereof or the Licensed Content, (c) your or an Eligible User's usc of the Online Services or the Licensed Content, (d) the loss or co rruption of any data or equipment in connection with the Online Services or the Licensed Content, (e) the content, accuracy, or completeness of the Licensed Content, all regardless of whet her you