Okaloosa County BOCC — December 4, 2012 — Pictometry Agreement — reading text

information so as to assist those persons in understanding the limitations.on the accuracy of the information developed through the Liccnsed Products. For purposes ofthis Agreement, scrvice bureau.work shall be.deemed to include, without limitation, use of the Licensed Products to process or to generate output data. for the benefit of or for purposes of, rendering services to, any:third party over the Intemet or other public communications medium. Authorized access through designated scrvers and workstations includes remote access by Licensee's employees. for the business/governmenta! purposes-of Licensee. 3.3. Pictometry's Reserved Rights. Pictometry. reserves the right,-at its sole-diseretion and without liability to. Licensee, to create new. versions of, or modules, with additional functionality for any part of the Licensed Products, which may be acquired on a nonexclusive basis by Licensee under a separatc-agreement. Page $ of 11 Okaloosa County, FL~C119552 2013009 CMT-00004-20121018 Pictometry: may, in-addition, produce: upgrades to enhance operations of the Licensed Products, which will bc supplied. without additional cost to Licensee during. the initial term of this: License Agreement. ARTICLE - LICENSE FEES: 4.1 License Fees. [1 consideration for the License, and. subjéct to the other terms and-conditions of this. Agreement, the: Licensee hereby agrces to pay to Pictometry the fees described in this Agreement (altogetlicr. the “License Fees") and: payment shall be made-as provided in-Section A, Any tax, including sales tax, is in addition: to the License Fees and. is the.responsibility of the Liccnsee unless documentation:of tax exemption is provided to Pictometry. All License Fees shall be earned on the date. Licensed’Products are shippcd. ARTICLE - OBLIGATIONS OF LICENSEE 5.1 Geographic Data. [favailable, Licensce-agrees to provide to Pictometry geographic data in industry standard format, shape, DBF, etc., including digital elevation models, street centerline maps, tax-parcel maps, centroids, etc., which data, to the extent practicable, shall be incorporated into the Image Library licensed to the Licensee. Licensce agrees that-any of this data that is owned by the Licensee, may be distributed by Pictometry with the Image Library that is used in the.Pictometry Online product and in licensing the Image Library to other licensees. At no time:shall. Pictometry claim ownership of that data. 5.2 Notification. Licensee will: (a).notify Pictometry in writing of any claim or proceeding involving any of the Licensed. Products within ten (10)-days after Licensee fears of the claim or procecding; and (b) report-promptly to Pictometry all claimed-or suspected defects in any Licensed. Product ARTICLE - ASSIGNMENT 6.1 General, The provisions of this.Agrcement shall be binding upon and inure to the benefit of the parties, their successors and permitted assigns, but shall not be assignable by cither party except as provided in Sections 6.2 and'6.3 below. 6.2 Assignment By Licensee. This Agreement will not be-assignable by. Licensee, and Licensce may. not delegate its dutics hereunder without the prior written consent of Pictometry. 6.3 Assignment By Pictometry. Pictometry shall havc the right to assign its rights to receive License Fees under this Agreement, but no such assignment, shall: affect Pictometry's obligations hercunder. In addition, Pictometry shall have the right to assiga all its rights to.any person or entity, provided the assignee has assumed all of Pictometry's obligations under this Agreement. Except as provided above in this Section 6.3, this Agreement will not be assignable by Pictometry. ARTICLE - DURATION AND. TERMINATION OF LICENSE 7.1 Initial Term. The initial term of this Agreement shall commence upon the shipment.of substantially all of the {mage Warehouse and the initial term shall expire.as indicated on Section A, unless the partics enter into a written agreement extending that initial term. At the ond of that initial term of this Agreement, and.after all License Fees for the initial term have been-paid, this License shall automatically convert.to a.royalty—free, perpetual Jicense and Pictomctry-shall allow the Licenscc to keep, use, and operate the: Licensed Products forever. Licensee will be responsible for ongoing support/maintenance/upgrade fees for this Perpetual Liccnse unless:the Licensee has-renewed*this License for additional Image Libraries. Under the Perpetual License, Licensee’s obligations under this agrecment:shall continue in perpetuity exccpt for its obligations to pay License Fees, Pictometry shall have no-obligations under this Agreement except for those with regard. to the additional Support, Upgrades and Maintenance for their Licensed Software. If Licensee renews this License Agreement for an-additional term, all. support, upgrades and maintenance on Licensed Products under a perpetual Jicensc shall be provided at no. charge to Licensee during the term of the renewal. Effective.as of the expiration of the initial term as provided in Section A, Licensee-will no. longer be able to add images to the cxisting Image Library -unless.a.renewal occurs, 7.2 Termination for Cause. This Agrccment may be terminated by either party in the event that the other party has failed to perform .a material obligation or has otherwise breached.a material term of this Agrecment, and if that other party has failed to cure that failure or breach within thirty (30) days after reccipt of written notice thereof from the. other party. 73. Effect of Termination, Upon termination of this Agreement as provided in Section. 7.2 above, Licensee shall immediately cease any-and.all further use of the Licensed Products and.shall promptly purge all copies of the Liccnsed Products from all computers and-workstations on. which.any of them may be stored or available atthe time. Within thirty (30) days-of the date of termination of this Agreement, Licensee shall also pay Pictometry all.amounts, if any, due hereunder. The provisions of Articles 6, 7,.8, 9 and 10 of this Agreement shall survive any termination of this Agrecment. ARTICLE - INTELLECTUAL PROPERTY RIGHTS AND RESERVATION OF OWNERSHIP 8.1 Licensed Products. The parties acknowledge and agree that Pictometry shall have.and retain sole. and exclusive ownership.and all right, title, and interest in: and to.any Licensed Images, Licensed Metadata, Licensed Software, Licensed DEM and Licensed Documentation provided under this Agreement and-all copyrights, patents, trademarks, trade names, logos, trade sccrets,.and other proprietary rights in or-associated with cach of the Licensed Products (altogether the “Proprietary Rights"), Licensee agrees, (a) that it will never assert-or claim any interest in, or do anything that may-adversely affect the validity 'of, or infringe on, or affect Pictometry’s right, title, and interest in, any Proprietary Right, and (b) that it will use reasonable-cfforts to protect the: Proprietary Rights, including placing or maintaining ali copyright, patent, and other notices and other indications of Pictometry's. ownership thereof on all Licensed Products and on all copics of Licensed Images and all other property of Pictometry when instructed by Pictometry, and (c):that it will notify Pictometry promptly after learning about any actual or suspected breach of any-Proprietary Rights. . 8.2 Use of Pictometry’s Marks. Licensec agrecg not to attach any additional trademarks, trade names, logos or designations to any Licensed Products or to any copies of any of the Licensed Images without prior written approval from Pictometry, Licensee may, however, include a Licens¢e:seal.and.Licensec’s: contact information so Jong‘as the seal and contact information in no way obscure or deface the Pictometry marks. Licensee: further agrees that Licensee. will not-usc any Pictometry trademark, trade name, logo, or designation in connection with any product or service other than the Pictometry Licensed: Images.and the other Pictometry Licensed Products. Licensee's nonexclusive right.to use Pictometry’s trademarks, tradename, logos, and designations is. coterminous with this Agreement. . ; 8.3. Electronic and Other Publishing. Except-as provided in Article 3.1 of this Agreement, Licensce is specifically prohibited from publishing any: Licensed Products (other than Liccnsed Images) in any way, whether separately or-as-part of any other publication. For these purposes, publishing includes, making. available-on the Internet-or World Wide Web or any other general access electronic network, method or medium. 84 Confidentiality of Licensed Products, The Liccnsed Products are commercially valuable, proprietary products-owned by Pictometry, the design and. development of which reflect an investment of considerable time, effort, and money, The Licensed Products arc treated by Pictometry as-confidentialand contain substantial wade secrets of Pictometry. Licensee agrees that it will not-disclose, provide a copy-of, or disseminate the Licensed Products (other than Licensed Images) -or any part thereof to any person who-docs not need to obtain-access. thercto-consistent with Licensee's rights.and obligations under this Agreement. Licensec agrees. to.use its best efforts to assure (a) that all its personnel, and any-others afforded access to the Licensed Products, will protect the Products against unauthorized use, disclosure, copying, and dissemination, and (b) that access to the Licensed Products and each part thereof will be-strictly. limited. Licensee understands that Pictometry docs not.disclose source code-and Licensee agrees that it will take-all reasonable actions to assuréthat persons who might access the Licensed Software will not “unlock” or “reverse engineer" any part of the Licensed Software so as to find oruncover the source code or other trade secrets included thercin. ARTICLE- LIMITED WARRANTY; DISCLAIMER OF WARRANTIES; LIMITED REMEDIES 9.1 Limited Warranties. Pictometry warrants that the Licensed Images and thc Licensed Products installed by Pictometry on any Authorized Workstation supplied by Licensec pursuant to this Agreement will be truc and usable copics.as of the date of capture. Upon notice to Pictometry of any breach of that warranty, Pictometry will use its. reasonable efforts to correct the problem so as to allow the Licensed.Products to produce Images and related data that are usable for the general purposcs intended, The foregoing warranty is the sole and exclusive warranty that Pictometry makes with respect:to the Licensed Products, and the remedy set forth above is the sole and. exclusive remedy for breach of that warranty, 9.2. Disclaimer of Other Warranties, Except as provided in Section 9.1 above, EACH OF THE LICENSED PRODUCTS IS PROVIDED TO LICENSEE "AS 1S" AND "WITH ALL FAULTS". PICTOMETRY MAKES NO OTHER WARRANTIES OR REPRESENTATIONS.OF ANY KIND, EXPRESS, Page 9 of {1 Okaloosa County, FL — Ct19552 20130109 CMT-00004-20121018 10. 93 9.4 IMPLIED, OR STATUTORY. ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO WARRANTIES OF PERFORMANCE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, AND NONINFRINGEMENT, ARE HEREBY DISCLAIMED AND EXCLUDED BY PICTOMETRY. Limitations and Exclusions of Remedies, The.remedy set forth in Section: 9.1 is the sole.and exclusive remedy provided for breach of the warranty given. With respect to any other claims. that Licensee may. have at.any time.against Pictometry on any matter relating to this Agrcement, or the installation, Operation,.design, distribution, or use of the Liecnsed.Products, the total liability of Pictomctry. shall in the-aggrcgate-be limited to the aggregate amounts of money that Licensce has paid to. Pictometry under this Agreement. In addition, because of scheduling and other considerations in preparing current Licensed Images, Pictometry cannot assure delivery of the Licensed Products.on a specified