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HomeMy WebLinkAboutContracts & Agreements_175-2025Nearmap RENEWAL QUOTE Nearmap US, Inc. 1850 W Ashton Blvd, Suite 500 Lehi, UT 84043, USA Phone: +1 (801) 609 7250 Customer Name City of Redlands, CA Quote Number 0109271 Contract Commencement Contract commences upon Quote Expiry 09/20/2025 signing of quote. Subscription Term 36 Month Account Rep Stephanie Simister stephanie.nagle@nearmap.com Subscription Start date 08/15/2025 Payment Term Net 30 Payment Method Invoice Bill To City of Redlands, CA Ship To City of Redlands, CA Claudia Caceres Claudia Caceres 35 Cajon Street, 35 Cajon Street, Redlands, California, 92373 Redlands, California, 92373 (909) 335-4784 ext. 2 (909) 335-4784 ext. 2 ccaceres@cityofredlands.org ccaceres@cityofredlands.org PRODUCT ALLOWANCE COVERAGE SEATS 3D Viewer NA Nationwide NA ArcGIS Integration NA NA NA Nearmap Al 27753 Parcels 1 Year Nationwide NA Al Pack: Roof Characteristics NA Nationwide NA AI Pack: Building Footprints NA Nationwide NA A[ Pack: Building Characteristics NA Nationwide NA Al Pack: Surfaces NA Nationwide NA Al Pack: Vegetation NA Nationwide NA Al Offline Vector 27753 Credits/Year Nationwide NA Nearmap Oblique for Government NA Nationwide Unlimited 3D Export Pro 5 sq.milefYear Nationwide NA Total USD $72,212.94 ACCEPTANCE OF Q109271 will constitute an Agreement with Nearmap By selecting "Yes" or signing below, you acknowledge that (a)(i) the Additional Terms and Conditions of the previous Agreement between the Licen and Nearmap applies to this Renewal Quote, unless otherwise specified in Schedule 1 of this Renewal Quote, and (ii) the Product -Specific Terms out in Schedule 2 of this Agreement applies to this Renewal Quote, (b) you have the authority to agree to this Renewal Quote, (c) you agree to pay fees set forth herein plus any applicable tax(es) as set forth in the resultant invoice(s). You acknowledge that the Coverage Area by Nearmap is outli at https:llwww.nearmap.com/us/en/current-aerial-maps-coverage. Note: The terms of your Agreement remain the same unless varied by this Renewal Quote. The total in this Renewal Quote is only an estimate of your next invoice. Final credits and amendments to the subscription is dependent upon the date this Renewal Quote is accepted. 4 Signature 1 Digital Acceptance�:-�� / Date: f�� Full Name: M?P-{D + ue�w I Position: MAYOR PO Number (if required): If printed, please sign, scan and email to: orders-usCcDnearmap,co ATTEST: ?"!Ple Donaldson, City Clerk Schedule 1 Additional Payment Terms Amounts payable each year ( Excluding Tax) Year 1: $22,028.90 Year 2: $24,011.50 Year 3: $26,172.54 Additional Terms and Conditions 1. Section 1.3 of the agreement does not apply to this license, and any auto -renewal of the Agreement will be by mutual agreement between the parties. 2. Section 1.6 of the agreement does not apply to this license. 3. Definitions of "Periodic Data Allowance and "Excess Data Rate" in the agreement do not apply to this License. 4. The Licensee agrees that the right to use the Product is only to be used, solely by the Licensee and at all times excludes making the Product available in any medium or manner (including but not limited to sharing or using the License (as defined in the Products Agreement)) with: a. any lower tier government, Including but not limited to cities and township; b. any neighboring local governments, including but not limited to county, parish, city, or town governments; and/or c. any higher tier government, including but not limited to county, parish, state or provincial agency. 5. Annual Actual Usage Nearmap measures data usage by the Licensee under this License as follows: a. the data allowance used by the Licensee will be calculated at the end of the Term (or Renewal Term), based on the total data usage of all users who access and use the Licensee's Nearmap account during the Tenn (or Renewal Term) (Annual Actual Usage); and b. if the Licensee elects to download Products available to the Licensee on the Website or accesses the Product through other delivery methods made available by Neannap from time to time, this will be applied to the Annual Actual Usage. The Licensee may have the option to elect to download high resolution images. Downloading these Images will lead to a higher Annual Actual Usage than downloading a lower resolution Image. 6. The Annualized Estimated Usage is for the sole purpose of Informing the Licensee of their estimated usage for the Term. In the event the Licensee exceeds the Annualized Estimated Usage, it will not incur additional fees or lose access to the Products. 7. Renewal If the Agreement is renewed by mutual agreement between the parties, the parties will in good faith discuss the appropriate Annualized Estimated Usage of the Renewal Term based on the Licensee's usage pattern and/or the Annual Actual Usage during the current Tenn. 8. The Licensee is not permitted to a. use its access to the Website or the Products under this Agreement for the purposes of creating a database of images for resale, distribution, sub- license or other commercial purposes (unless expressly permitted under the Agreement) and mass downloads or bulk feeds of any imagery; b. pre -fetch, retrieve, cache, index, or store any Content, or portion of the Products with the exception being that the Licensee may store limited amounts of Content solely to improve the performance of the access to the Products due to network latency, and only if the Licensee does so temporarily, securely, and in a manner that does not permit use of the Content outside of the license, does not manipulate or aggregate any Content or portion of the Products and does not prevent Neannap from accurately tracking usage and does not modify attribution in any way; and c. review, analyze and process the Products through use of machine learning tools, this includes creation of any new products by the licensee. 9. For the purposes of this Nearmap for Government Product -Specific Terms, a. Content means any content made available to the Licensee in connection with the License and the Website; and b. Annualized Estimated Usage means the permitted use of data specified in the New Subscription Quote (or Renewal Quote and Amendment Quote) by the Licensee for the period of one (1) year from the Commencement Date. % This agreement is subject to annual appropriation by the City. In the event sufficient funds are not appropriated for payments due under this Agreement, the City may terminate the Agreement without penalty by providing written notice to the vendor. 11. Section 4.6 (Late Payment) of the Agreement is deleted in its entirety and replaced with "Intentionally Omitted". 12. Section 9.8 (Indemnity) of the Agreement is amended to include the words "third party" after the words "direct or indirect". 13. Section 13.1 (Confidentiality) of the Agreement is deleted in its entirety and replace with the following: 13.1 Confidentiality From time to time during the Term, either Party may disclose or make available to the other Party information about its business affairs, products, confidential intellectual property, trade secrets, third -party confidential information, and other sensitive or proprietary information (collectively, "Confidential Information"). Each Party shall hold the other's Confidential Information in confidence and not make the other's confidential Information available to any third party or use the others Confidential Information for any purpose other than the implementation of this Agreement. Each Party shall take all reasonable steps to ensure that the other's Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of this agreement. Notwithstanding subsection (a), a Party may disclose Confidential Information to the extent such Confidential Information is: (1) As contemplated to provide the Services or otherwise explicitly authorized under this Agreement; or (ii) Disclosed to the receiving Party's Affiliates and its and their employees or representatives who have a need to know the Confidential Information; or (ill) To comply with a subpoena or the order of court or other governmental body of competent jurisdiction, or (iv) As otherwise necessary to comply with applicable local, state or federal law or regulation, provided that, to the extent it is legally permitted to do so, it gives the other Party advance notice of such disclosure; or (v) To establish a Parry's rights under this Agreement; including to make required court flings. Exclusions. Confidential information does not include information that, at the time of disclosure is: (I) In the public domain through no fault of the receiving Party; (ii) known to the receiving Party at the time of disclosure on a non -confidential basis; (iii) rightfully obtained by the receiving Party on a non - confidential basis from a third party; or (iv) independently developed by the receiving Party." 14. Section 17.9 (Assignment) of the Agreement is amended to delete the words "or substantially all" after the words "a purchaser of'. Schedule 2 Product -Specific Terms PRODUCT -SPECIFIC TERMS APPLICABLE TO 3D VIEWER 1. No Periodic Data Allowance — Periodic Data Allowance will not apply to the use of the 3D Viewer Product. 2. Additional Uses — The Licensee Is permitted to capture static Images or video snapshots of 3D Viewer Product using any available print screen or video capture function and use the static images or video snapshots for purposes of creating Derivative Works. Derivative Works specifically in relation to the Licensee's use of the 3D Viewer Product means any new work created by or for the Licensee that Incorporates or embeds static images or video snapshots of the 3D data. PRODUCT -SPECIFIC TERMS APPLICABLE TO ARCGIS INTEGRATION 1. The Licensee's usage of the ArcGIS Integration will be counted towards the Licensee's total Periodic Data Allowance. Please ensure that you have sufficient Periodic Data Allowance to meet your requirements with ArcGIS Integration to avoid restrictions being placed with your subscription. PRODUCT -SPECIFIC TERMS APPLICABLE TO NEARMAP At AND RELATED PRODUCTS The Terms and Conditions set out In section 1 "AI Attributes: General Provisions" below apply to all Nearmap related At Products. 1. Al Attributes: General Provisions (a) Al Attributes have been computed under the parameters set out in Help Center. (b) The Licensee must not use Al Attributes as training datasets on its machine learning models or automated processes, or to create such models or processes, which enables the Licensee to run such models or processes Independently without the use of Nearmap's At Attributes, after termination or expiry of the Agreement. (c) Subject to the delete and destroy obligations under this Agreement, the Licensee may store and use At Attributes exported from the Website, an API or as provided by Nearmap for the Permitted Purposes only. (d) The Licensee shall, within seven (7) days from the expiry or termination of the Agreement, provide Nearmap a certification declaring that it has deleted and destroyed all Al Attributes. 2. Specific Licensing Terms: Nearmap At (a) At Attributes can be viewed through the Website within the Coverage Area. (b) At Attributes can be exported through the Website and/or through an API (if API Feature API is an included Product) In formats which may include geospatial file format and flat file format. (c) Al Attributes for a defined area of interest of parcels can be exported up to the allocated Usage Allowance. Each time the Licensee selects an area of Interest for export, it will be deducted from the Usage Allowance. Unused Usage Allowance will not be rolled over to the next Period. (d) Where a selected area of interest exceeds the remaining Usage Allowance, the Licensee will be unable to request the export . (e) Once the Licensee has used its Usage Allowance it will no longer be able to request an export unless it elects to purchase Top Up Blocks or until its Usage Allowance resets. (I) Additional terms related to Usage Allowance are set out in the Help Center. 3. Specific Licensing Terms: At Packs The type of AI Attributes that can be viewed and/or exported will depend on the Al Pack licensed by the Licensee. Full details of the data layers connected to a particular Al Pack can be found at the Help Center. The type of Al Pack available to the Licensee will be set out in the Quote. 4. Specific Licensing Terms: At Offline Parcel, At Offline Vector and At Offiine Raster The type and frequency of Al layers to be provided to the Licensee will be set out in the Order Summary up to the Usage Allowance. 5. Definitions (a) Al Attributes means the "Al layers" made available from the Website (which are not exportable) and the exportable "Al parcel" data. (b) API means an application programming interface. (c) Help Center means the user guides, operating manuals, training materials, product/service descriptions, product/service specifications, technical manuals, supporting materials, specifications, and other information relating to the Products, including all subsequent revisions and additions thereto as published on our Help Center. (d) Usage Allowance for: (1) Nearmap Al means the "Parcel' allowance as specified in the Quote, plus the aggregate Parcel allowance for purchased Top Up Blocks for that Period; and (ii) Al Offline Parcel, Al Offilne Vector or Al Off ine Raster means the "Credit' allowance as specified in the Quote, plus the aggregated Credit allowance for purchased Top Up Blocks for that period. PRODUCT -SPECIFIC TERMS APPLICABLE TO 3D EXPORT PRO 1. This bundled product includes 3D Export and 3D Viewer. Nearmap Product -Specific Terms shall apply to 3D Export and 3D Viewer. The 3D Export Pro (including all of the bundled Products) will automatically renew for further periods in accordance with the terms of the Agreement, unless otherwise agreed In writing between the parties. PLEASE READ THIS PRODUCTS AGREEMENT CAREFULLY. BY ACCEPTING THIS AGREEMENT BY EXECUTING A QUOTE, YOU AGREE TO BE BOUND BY THIS PRODUCTS AGREEMENT, THE QUOTE AND ALL TERMS INCORPORATED BY REFERENCE. IF YOU DO NOT AGREE TO ALL OF THESE TERMS, DO NOT ACCESS OR USE, YOU MUST NOT ACCEPT THIS PRODUCTS AGREEMENT AND NOT USE ANY NEARMAP PRODUCTS AND SERVICES. PRODUCTS AGREEMENT Recitals A. Nearmap Is a provider of aerial photography and associated products and services. B. Nearmap agrees to supply the Licensee with the Products described in the Quote, subject to the terms of this agreement, the Additional Terms and Conditions, Product - Specific Terms, any Schedules and the Quote which togetherconstltute the legal agreement between the Licensee and Nearmap (the "Agreement"). Definitions of capitalized words are sal out in section 18 of the Agreement. 1. GRANT OF LICENSE TO USE PRODUCTS 1.1 Grant Subject to the terms of this Agreement and payment by the Licensee of the Fees, Nearmap grants to the Licensee a limited, non-exclusive, non- transferrable license for the Term to use the Products for and to the extent of the Permitted Purpose (the "License"). 1.2 Authorized Users The Products available under this License are only to be used by the total number of Authorized Users. The Licensee shall Implement reasonable controls to ensure that it does not exceed the number of Authorized Users. If the number of users exceeds the total number of Authorized Users, the Licensee will be in breach of this Agreement. 1.3 Renewal Upon the expiration of the Initial Tenn, this Agreement subject to any amendments to this Agreement required by Nearmap, shall be renewed automatically for successive renewal terms of twelve (12) months each (each a "Renewal Term") unless terminated by either party by providing at least 30 days' written notice of its intention not to renew this Agreement prior to the expiry of the initial Term or any current Renewal Term. 1.4 Replacement Product Nearmap may from time to time supply the Licensee with a replacement Product of no lesser quality than the previously supplied Product at Its absolute discretion. If requested by Nearmap, the Licensee must stop using any previously supplied Product and use the replacement Product from the date of delivery from Nearmap. 1.5 Acknowledge Nearmap source The Licensee must expressly acknowledge Nearmap, in a reasonably prominent manner (by displaying the Nearmap logo or other appropriate attribution), as the Somme of any Product or Derivative Works that the Licensee uses, copies, modifies or distributes. Unless otherwise permitted in writing, the Licensee must not remove or cause to be removed any Nearmap logo, watermark or other Nearmap attribution In any Product or Derivative Works. 1.6 Data Use for Government Products Nearmap measures data usage by the Licensee under this License for Government Products. When using Government Products, Neamrap's Fair Use Policy regulates the Licensee's consumption of data during the Term (or Renewal Term) the following conditions also apply to the Licensee's use of Government Products: (a) the amount of data used by the Licensee on the Government Products will be monitored and then calculated at the end of every Term or Renewal Tenn based on the total data of all users who access and use the Licensee's Nearmap account during that Period; and (b) If the Licensee elects to download and/or export Government Products available to the Licensee on the Website, this will be applied to the calculation of the Licensee's use of the Government Products. 1.7 Allowance for Non -Government Products Non -Government Products Licensed to the Licensee may be subject to additional Allowance, Periodic Allowance or Periodic Data Allowance terms that are published in the Product Specific Terms and If applicable the Periodic Allowance Section. 1.8 Unavailability Subject to section 12, life Product is not available for a period of 3 consecutive days, the Term will be extended by the period of such unavailability. 2. RESTRICTIONS ON RIGHT TO USE PRODUCTS 2.1 Permitted Purpose The Products must only be used for the Permitted Purpose, 2.2 No right to distribute, transfer, resell, assign or sublicense This License Is granted only to the Licensee. The Licensee must not distribute, transfer, resell, assign, rent, lease or sublicense any Product or any of the Licensee's rights under this License without Nearmap's prior written consent. 2.3 No third parry access Unless otherwise provided In this Agreement, the Licensee must not make any Product available In any medium or manner to any third party (Including but not limited to the Licensee's subsidiaries, affiliates, any lower or higher tiered governments and any neighbouring local government). 2.4 Employees The Licensee may make Products avallable to any employee of the Licensee, subject to that person complying with the terms of the Agreement as If they were a party to it and the total number of Authorized Users has not been exceeded. Such employees are deemed to be Authorized Users. The Licensee is responsible and liable for any person who uses the Licensee's account access details or uses Products made available to the Licensee in breach of this Agreement. Including, without limitation, for any additional fees that become payable If the Licensee exceeds the number of Authorized Users. Nearmap US, Inc. 2.5 Nomachlne learning The Licensee must not conduct machine learningwork in connection with this Agreement or any Products, which Includes but Is not limited to any: (a) machine learning models (including the model form and model parameters); go) outputs of machine learning modals; (c) software that processes or transforms Input data for training a machine learning model or getting a prediction from a machine learning model Into a format suitable for training or making such prediction; or (it) software used to train a machine learning model or compute outputs of a machine learning model for a given set of Input data. 2.6 No caching and creation of database Except as expressly permitted under this Agreement, the Licensee is not permitted to: (a) use its accessto the Products under this Agreement forthe purposes bifurcating a database of Imageries for resale, distribution, sub -license or other commemlal purposes and mass downloads or bulk feeds of any imagery; and (b) pre -fetch, retrieve, cache. Index, or store any Content or portion of the Products. 2.7 Restrl ctlon on Integration methods The Licensee is only permitted to use API Integration method authorized by Nearmap, or other Integration methods authorized by Nearmap In writing, Including but not limited to Integration with the Licensee's or other third party platforms or software. 2.8 Limits on use of Webs !to In the Licensee's use of the Website. the Licensee must not (without the prior written consent of Nearmap): (a) provide a link to another URL; (b) upload content or other Information to the Webslle (except as necessary to use the Products); (c) do anything to damage, Interfere ordisrupt access to the Website ordo anything which might impair its functionality; (d) use the Website In any way to send unsolicited email (commemlal or otherwise) or any other material for marketing or publicity purposes; (a) publish, post, distdbute, disseminate or otherwise transmit, defamatory, offensive, Infringing, obscene, indecent or other unlawful or objectionable or confidential material or information; (f) make available, upload or distribute by any means any material or files that contain any viruses, bugs, corrupt data, "trojan horses", "worms" or any other harmful software; (g) remove any content or Information from the Website, other than that permitted under the terms of this License; (h) falsify the true ownership of a Product or other material or information made available via the Website; (1) obtain or attempt to obtain unauthorized access, through whatever means, to the Website; 0) use the Walhalla other than In accordance with this Agreement (k) attempt any of the above acts or engage, encourage or permit another person to do any of the above acts; or (1) provide or allow access which exceeds the total number of Authorized Users in connection with use of the Product. 2.9 Breach If the Licensee breaches any of sections 2.1 to 2.8 inclusive, Nearmap reserves its rights to terminate the Agreement in accordance with section 6.2, restrict the Licensee's access to the Protlucls, and take any other steps available to it at law. 3. THE LICENSEE'S ACCESS TO PRODUCTS AND SERVICES 3.1 Authorized Users Any password/ID Issued by Nearmap to an Authorized User Is personal and confidential to that Authorized User. If Nearmap suspects that any passwords Is being used by an unauthorized person, by a different Authorized User to the person to whom It was Issued or the number of Authorized Users has been exceeded, Nearmap may: (a) cancel that passworc/li (b) restrict the Licensee's access to the Product to low resolution imagery, or apply any other restrictions on access that Nearmap determines In its absolute discretion; (c) Immediately cease the Licensee's access to the Product; (d) require the Licensee to pay for any additional fees due based on the standard Nearmap Fees for the applicable Product, In respect of any such unauthorized use; and/or (a) exercise any other right available to Nearmap under the terms of this Agreement oral law. Page4 of 9 3.2 Downtime Nearmap will use reasonable efforts to ensure that the Webslte remains available but cannot guarantee that this will be the case at all times. Nearmap agrees that, wherever possible, all planned maintenance will be done out of normal Operational Hours to ensure optimal alarms of the Webslte. When Nearmap becomes aware of any Fault, Nearmap will use reasonable efforts to: (a) allocate such resources as may be necessary to remedy the Fault; and (b) otherwise take all reasonable steps to remedy the Fault so as to minimize any disruption to the Licensee's use ofthe Products. 3.3 Expiry The Licensee's License will expire at the end of the Term unless renewed In accordance with section 1.3 and may be suspended or terminated In accordance with section 6.2 if the Licensee Is in breach of this Agreement. 3.4 Unauthorized Use Licensee shall lake reasonable steps to prevent unauthorized access to the Products, Including without limitation protecting Its passwords and other log -In Information. The Licensee shall notify Nearmap Immediately of any known or suspected unauthorized use of the Products or breach of Its security and shall use best efforts to stop said breach and minimize the adverse impact of said breach on Nearmap. 3.6 Audit During the Term of this Agreement and for two (2) years after termination or expiry of this Agreement, the Licensee shall maintain records regarding its use of the Products according to Its record keeping policies and procedures. The Licensee shall permit Nearmap (or its auditors) access to the Licensee's records pertaining to the Licensee's use of the Products, Nearmap will give at least thirty (30) days prior written notice of an audit and will not conduct an audit more than once per calendar year unless non-compliance findings are noted, In which case the audit period may be extended. 3.6 Audit Findings If an audit results In findings of non-compliance, Nearmap may, at its discretion (a) invoice any additional license fees due based on the standard Neammp Fees in place at the time of the original license grant, (b) recover the reasonable cost of the audit If additional Fees exceed five (6) per cent of the Fees paid during the audit period and (c) terminate this Agreement in accordance with section 6. Licensee must pay all invoices issued under this section within thirty (30) days following the date of invoice or such other period agreed between the parties. 4. FEES 4.1 Fees The Fees payable by the Licensee am set out In the Quote. 4.2 Payment The Fees are payable by the Licensee to Nearmap in the manner and by the due date as set out in the Quote at the beginning of each Term unless otherwise agreed by Nearmap. Where the Fees are payable by credit card, the Licensee authorizes Nearmap to charge the Licensee's credit card for all purchased Products listed in the Quote for the initial Term and any Renewal Term. 4.3 No cancellation Subject to section 4.4, all Fees are non -cancellable and non- refundable except as expressly set out in the Agreement. 4.4 Refu nd of Fees if the Licensee is not In breach of the Agreement, and Nearmap elects to terminate the Agreement under sector 6.3, Nearmap will refund the Licensee any pre-pald fees relating to the portion of Term remaining as at the date of termination. 4.5 Taxes Unless otherwise stated, Fees and Late Payment Fee do not Include any direct orindirec local, state, provincial, federal or foreign taxes, levies, duties or similar governmental assessments of any nature, Including value-added, excise, use or withholding taxes (collectively, "Taxes"). Licensee Is responsible for paying all Taxes except those assessable against Nearmap based on its income. Nearmap will invoice Licensee for such Taxes If Nearmap believes It has a legal obligation to do se and Licensee agrees to pay such Taxes If so Invoiced. 4.6 Late Payment If a scheduled Fee payment Is still overdue after seven (7) days' notice from Nearmap to remedy the payment default, the Licensee agrees that Nearmap may charge the Licensee a Late Payment Fee and/or immediately limit or terminate access to the Products provided under this License. 4.7 Amendments Fees of the relevant Product may only be Increased at the end of the Term (including any Renewal Term) subject to Nearmap and the Licensee agreeing In wdtng. 5. THE LICENSEE'S WARRANTIES 5.1 Warranty The Licensee warrants that: (a) any Information the Licensee supplies to Nearmap in respect of file Agreement is complete and correct. The Licensee must keep Nearmap informed of any change to the Licensee's information provided to Nearmap, including any change to the Licensee's contact details, or the details of a credit card used for payment; (b) the Licensee will Immediately notify Nearmap of any usage of any Product outside the Permitted Purpose, and provide any other Information reasonably requested by Nearmap; (c) the Licensee has the power to enter into this Agreement and to perform the obligations under it; and (d) the Licensee has and will comply with all relevant laws relating to the Licensee's use of the: (1) License; (II) Products; and (lit) Websita. 6. TERMINATION ANO EXPIRY 6.1 Initial Term This Agreement commences on the Commencement Date and continues until expiry of the Term unless terminated earlier in accordance with the terms of this Agreement or renewed under section 1.3. 6.2 Termination by Either Party Either party may terminate this Agreement with Immediate effect by giving notice to the other party If: (a) the other parry breaches any of Its obligation under this Agreement capable of remedy and fails to remedy that breach within fourteen (14) days after receiving notice requiring It to do so; (b) the other party breaches any of its obligations under this Agreement Incapable of remedy and Content; or (c) the other party files for protection under bankruptcy laws, makes an assignment for the benefit of creditors, appoints or suffers appointment of a receiver or trustee over Its property, files a petition under any bankruptcy or Insolvency act or has any such petition fled against it which is not discharged within sixty (60) days of the filing thereof or admits in writing its inability to pay its debt generally as they become due. 6.3 Termination by Nearmap Notwithstanding anything else in the Agreement but subject to section 4.4, Nearmap has the right, In its absolute discretion and upon giving the Licensee 10 Business Days' notice, to terminate the Agreement and the License. 6.4 Consequences If the Agreement Is terminated under sections 6.2 or 6.3 or expires at the end of the Term: (a) the License Immediately terminates and the Products will no longer be available to the Licensee; (b) The Licensee must Immediately destroy, delete or return to Nearmap all Products; and (c) subject to section 7.3, the Licensee and the Authorized Users are not permitted to use any Products for any purpose. 6.5 Costs Nearmap reserves all rights following termination of this Agreement, Including any rights available to Nearmap to collect any outstanding Fees which may be owed by the Licensee. The Licensee will be liable for any reasonable legal costs Incurred by Nearmap In enforcing Its rights following termination of this Agreement. 6.6 Continuing obligations After expiry or termination of the Agreement or a License, sections 1.6, 2, 4, 6.5, 7, 8, 9, 10, 13. 14, 15, and 17 will still be binding on the Licensee In relation to Products licensed or obtained during the Term. 7. INTELLECTUAL PROPERTY 7.1 Ownership Unless otherwise indicated, the Websita, the Products, the Content, and all associated Intellectual Property Rights, data, Information and software are owned by Nearmap and are protected by copyright, moral rights, trademark and other laws relating to the protection of intellectual property. Nearmap reserves all of Its Intellectual Property Rights. Except for the limited License granted to the Licensee In section 1.1, no ownership or Intellectual Property Rights In the Websita, any Product or Content will pass or be licensed to the Licensee. 7.2 Trademarks The Nearmap trademarks and all associated Intellectual Property Rights are owned by Nearmap. Nothing In the Agreement confers upon the Licensee any rights to use or modify any of Nearmap's trademarks, except (hat Nearmap grants the Licensee a royalty free, limited non-exclusive, non- transferable, rm non-sublicensabie license to reproduce and display Neaap trademarks only to the extent necessary to comply with the Licensee's obligations under the Agreement Any such reproduction and display of those marks must comply with the policies and rules Nearmap makes available to the Licensee from time to time. 7.3 Derivative Works Subject to compliance with all other terms of this Agreement, the Licensee Is granted a non-exclusive right to produce and use Derivative Works for a Permitted Purpose. Unless othenylse notified to the Licensee by Nearmap, the Licensee may continue using Derivative Works following termination or expiry of this Agreement. For the avoidance of doubt, Nearmap will continue to own all rights in and to any Products and Content embedded In a Derivative Work, but all other rights In and to the Derivative Work will belong to the Licensee. 9. THIRD PARTY PROVIDERS 8.1 Nearmap engages Third Party Providers In order to provide the Products. The Licensee agrees to comply with all requirements and restrictions that Third Party Providers may Impose on Licensee directly or Indirectly by imposition on Nearmap, in relation to their respective products and/or services, at the time of, or subsequent to, the Agreement. The Licensee acknowledges that provision of the Products Is subject to, and dependent upon, adequate delivery of products and services by the Third Party Providers. In accordance with section 9 of the Agreement, Nearmates liability Is reduced to the extent that loss or damage of any kind is caused or contributed to, by Third Party Providers. For the Licensee's convenience, Nearmap has set out In this section 8links to the terms and conditions of these Third Party Providers with which the Licensee Is required to comply. The Licensee further acknowledges that by entering Into the Agreement, the Licensee Is deemed to accept the respective terms and condition of Third Party Providers, which currently Include the Third Party Providers set out below. Third Party Providers and their terms of supply may change from lima to time during the Term of the Agreement. (a) Google Nearmap engages Google to supply navigator and goo -location data, and related content. By entering Into the Agreement, the Licensee agrees to the Google Terms of Service as they apply to the Licensee. purchase anmam ant acac him[ (b) Amazon Web Services (AWS) Nearmap engages Amazon Web Service, Inc. to provide services (the "AWS Services") which enables delivery of the Products. By entering into the Agreement, the Licensee agrees to comply with the AWS Customer Agreement (http://aws.amazon.com/agreemenU) as it applies to the Licensee. Use of the Products is also subject to the Licensee's compliance with the following AWS policies: (I) Privacy Policy Page 5 of 9 Nearmap US, Inc (hffp://aws.am=n.com/prlvaci) Acceptable Use Polley fhtto:(laws.amazon.com/auaJ) (lii) Terms of Use (htfol/awsernazon.corn/terms/) (iv) Service Terms lhttmJ/aorv. nmaznrtrnm/sendnefermsr) (v) Trademark Guidelines rhttrr//awa amazon nnmRradamarka,ki lines/) (c) NASA/NCAS By entering into the Agreement, the Licensee agrees to the following NASA/NCAS terms and conditions: (https://www.nearmap.corNus/en/legal/copyright). 2 WARRANTY AND LIABILITY 9.1 Warranty Nearmap agrees to use Industry standard GPS to ensure captured Imagery has accurate geographical positioning. 9.2 DISCLAIMER OF WARRANTIES OTHER THAN AS SET FORTH IN SECTION 9.1, THE WEBSITE AND THE PRODUCTS ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND TO THE FULLEST EXTENT PERMITTED BY LAW, NEARMAP AND ITS CONTENT PROVIDERS, AGENTS, MANDATARIES AND AFFILIATES EXPRESSLY DISCLAIM ANY AND ALL REPRESENTATIONS, WARRANTIES, CONDITIONS AND GUARANTEES, WHETHER EXPRESS, STATUTORY OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED REPRESENTATIONS, WARRANTIES, CONDITIONS OR GUARANTEES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, NON -INFRINGEMENT, AND COURSE OF DEALING OR PERFORMANCE. 9.3 NO REPRESENTATIONS WHILE NEARMAP USES REASONABLE EFFORTS TO ENSURE THE ACCURACY, CORRECTNESS AND RELIABILITY OF THE CONTENT, THE PRODUCTS AND THE WEBSITE, NEARMAP MAKES NO REPRESENTATIONS, WARRANTIES, CONDITIONS OR GUARANTEES AS TO THE ACCURACY, CORRECTNESS OR RELIABILITY OF ANY PRODUCT OR CONTENT CONTAINED ON THE WEBSITE. THE PRODUCTS AND THE WEBSITE ARE SUBJECT TO ERRORS, OMISSIONS, INACCURACIES AND DISTORTIONS AND NEARMAP WILL NOT BE RESPONSIBLE FOR, OR LIABLE FOR ANY CLAIMS MADE BY OR ARISING OUT OF, ANY PERSON OR ENTITY SEEKING TO RELY ON ANY OF THE PRODUCTS OR THE WEBSITE. 9.4 LIMIT OF LIABILITY NEARMAP'S LIABILITY FOR: (A) A BREACH OF A WARRANTY UNDER SECTION 9.1; OR (B) A BREACH OF A REPRESENTATION, WARRANTY, CONDITION OR GUARANTEE WHICH IS IMPLIED OR IMPOSED IN RELATION TO THIS LICENSE UNDER LEGISLATION AND CANNOT BE EXCLUDED, WILL BE LIMITED TO, AT NEARMAP'S OPTION, REPLACING OR REPAIRING THE PRODUCTS OR SUPPLYING PRODUCTS EQUIVALENT TO THE RELEVANT PRODUCTS, OR PAYING THE COST OF REPLACING OR REPAIRING THE PRODUCTS. 9,5 NO LIABILITY FOR CLAIMS TO THE EXTENT PERMITTED BY LAW, IN NO EVENT WILL NEARMAP, ITS CONTENT PROVIDERS, AGENTS, MANDATARIES OR AFFILIATES BE LIABLE FOR ANY CLAIMS OFANY KIND ARISING FROM OR CONNECTED WITH THE USE OF THE WEBSITE, THE CONTENT OR THE PRODUCTS, OR THE UNAVAILABILITY OF THE SAME, INCLUDING BUT NOT LIMITED TO LOSS OF USE, LOSS OF PROFITS OR LOSS OF DATA, AND DIRECT, INDIRECT, INCIDENTAL, PUNITIVE AND CONSEQUENTIAL DAMAGES, WHETHER IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE), EXTRACONTRACTUAL LIABILITY, OR OTHERWISE. THE LICENSEE IS RESPONSIBLE FOR THE ENTIRE COST OF ALL SERVICING, REPAIR OR CORRECTION REQUIRED DUE TO THE LICENSEE'S USE OF THIS WEBSITE, THE CONTENT OR THE PRODUCTS, THIS EXCLUSION APPLIES, WITHOUT LIMITATION, TO ANY CLAIMS CAUSED BY OR RESULTING FROM RELIANCE BY A USER ON ANY INFORMATION OBTAINED FROM NEARMAP. 9.6 AGGREGATE LIMIT IN NO EVENT WILL THE AGGREGATE LIABILITY OF NEARMAP, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), EXTRACONTRACTUAL LIABILITY, PRODUCT LIABILITY, STRICT LIABILITY OR OTHER THEORY, ARISING OUT OF OR RELATING TO THE USE OF THE PRODUCTS, THE CONTENT OR THE WEBSITE EXCEED ANY COMPENSATION OR FEE THE LICENSEE HAS PAID, IF ANY, TO NEARMAP FOR ACCESS TO OR USE OF THE PRODUCTS OVER THE 12 MONTH PERIOD PRIOR TO THE ALLEGED DEFAULT, BREACH OR EVENT GIVING RISE TO THE LIABILITY. 9.7 Third Party Providers The Licensee acknowledges that Nearmap miles on the services of Third Party Providers In order to supply the Products and related services. Without limiting any of the above, to the fullest extent permitted by applicable law, Nearmap will not be liable for any loss, damage, or cost of any kind, which is caused, or contributed to, by a third party service provider. 9.8 Indemnity To the extent permitted by law, the Licensee agrees to Indemnify Nearmap and Its directors, officers, employees, agents, mandataries and subcontractors, from and against any and all direct or Indirect third party claims, damages, losses, liabilities, expenses and costs (including reasonable attorney's fees and costs) arising from or out of: (a) the Licensee's actual or alleged breach of any provisions ofthis Agreement; (b) the Licensee's use of the Product for any purpose; and (c) the Licensee's use of, or any third party's use of, or Inability to use, any Derivative Works, including without limitation, any output from the Derivative Works. 99 Notice of claim Nearmap will provide the Licensee with notice of any claim or allegation under section 9.8, and Nearmap has the right to participate in the defense of any such claim at Its expense. 10 COPYRIGHT COMPLAINTS Subject to section 9, If any third party brings a Claim against the Licensee 10.1 alleging that the Licensee's use of the Products in accordance with this License Infringes their copydght("Infringement Claim"), Nearmap will defend the Licensee against the Claim and pay any settlement to which Neamrap consents or final court -awarded damages for which the Licensee is liable. 10.2 The Licensee must (a) promptly notify Nearmap of any such Infringement Claim; (b) not make any admissions In relation to the Infringement Claim without Nearmap's pdorwritten consent; (c) permit Nearmap to conduct the defense of the Infringement Claim Including all negotiations for settlement and (d) provide Nearmap with any assistance reasonably requested to allow Nearmap to defend the Infringement Claim. 10,3 Nearmap will have no liability for any Infringement Claim: (a) that arises from any: (i) use ofthe Product In violation of lhisAgreemen; (Ip modification of the Product by anyone other then Nearmap or a party authorized by Nearmap In writing to modify the portion of the Product applicable to the Infringement Claim; or (ill) third -party products, services, hardware, software or other materials, or combination of these with the Products, which would not be infringing without this combination; or (b) if the Licensee fails to comply with section 10.2. 10.4 To the maximum extent permitted by law, this section 10 sets out Nearmap's sole and exclusive liability, and the Licensee's sole and exclusive remedy, for any third party Infringement Claims brought against the Licensee In relation to an Infringement of Intellectual Property Rights. 11. PRIVACY POLICY 11.1 Nearmap will collect, use and disclose any personal Information supplied by the Licensee as sat out In Nearnap's Privacy Policy, as amended from time to time, and currently available at httni nearman.cnm/nalanlleaal/arivarv-nolinv. The Licensee hereby consents to those collections, uses and disclosures.. 11.2 To the maximum extent permitted by law, by entering Into this Agreement, the Licensee expressly consents to receiving general smalls relating to product updates, new products or anything related to the usage of the product from Nearmap but prior written consent Is required to receive by email direct marketing communications from Nearmap. 11.3 By entering Into this Agreement, the Licensee acknowledges that personal Information provided by the Licensee in the course of accessing Products (Including, without limitation, credit or debit card details provided by the Licensee for the purpose of paying Nearmap) may be disclosed to and held by one or more of Nearmap's third party suppliers and partners (including, without limitation, providers of payment processing services), and used by those third parties In connection with the supply of Products. Nearmap will have no liability whatsoever with respect to any personal Information held by a third party In connection with the supply of Products. 12. FORCE MAJEURE 12.1 Force Majeure Event Ira party Is unable to perform or Is delayed In performing an obligation under this Agreement (except for any obligation to pay money, Including Fees) because ofan actofwar, terrorism, hurricane, earthquake, other act of Gad or of nature, strike or other labor dispute, riot or other act of civil disorder, embargo, or other cause beyond the performing party's reasonable control ("Force Majeure Event"): (a) that obligation Is suspended but only so far and for so long as that party Is affected by the Force Majeure Event; and (b) the affected parry wig not be responsible for any loss or expense suffered or Incurred by the other party as a result of, and to the extent that, the affected party is unable to perform or is delayed In performing Its obligations under this Agreement because of the Fares Majeure Event. 12.2 Notice of Force Majeure Event If a Force Majeure Event occurs, the party affected by the Force Majeure Event must: (a) Prompfiy (when reasonably possible to do so) give the other party notice of the Force Majeure Event and an estimate of the non-performance and delay; (b) take all reasonable steps to overcome the effects of the Force Majeure Event; and (c) resume compliance he soon as practicable after the Force Majeure Event no longer affects it. 13. CONFIDENTIALITY 13.1 The Licensee must not use any Confidential Information for any purpose not expressly permitted hereunder. The Licensee will disclose Confidential Information only to its employees who have a need to know for purposes of this Agreement and who are under a duty of confidentiality no less restrictive than the Licensee's duty hereunder. The Licensee will protect Confidential Information from unauthorized use, access, or disclosure In the same manner as It wdoulpnro'ecl i�s own confdbelnlial or proprietary information of similar nature an wi oeas anreasona scare. 14. NOTICES 14.1 All notices and consents will be in writing and will be considered delivered and effective upon receipt (or when delivery is refused) when (a) personally delivered; (b) sent by registered or certified mail (postage prepaid, return receipt requested); (c) sent by nationally recognized private courier (with signature Page 6 of 9 Nearmap US, Inc. required and all fees prepaid); or (d) sent by email with confirmation of transmission. 17.12 Language The parties have expressly agreed that this Agreement and all ancillary agreements, documents or notices relating thereto be drafted solely in Notices must be sent to the Licensee at the address set forth In the Quote (or the English language. Les parties aux presentes ont expressement convenu qua If none Is specified, the address to which Nearmap sends invoices) and for Nearmap to 10897 South River Front Parkway, Suite 160 South Jordan, UT cc accord at touts Sure convention, document ou avls y afferent Solent rediges 84095, USA, or at another address as a party may designate in writing. on anglals seulement. 17.13 Governing Law This Agreement will be governed by and construed In ]5. TECHNOLOGY EXPORT accordance with the laws of the State where the Licensee Is carrying on 15.1 party The Licensee shall not: (a) permit any third a to access or use the Product In business applicable to agreements made and to be entirely performed within violation of any U.S. or Canadian law or regulation; or (b) export any software that state, without resort to Its conflict of law provisions. provided by Nearmap or otherwise remove it from the United States or Canada 18. DEFINITIONS except In compliance with all applicable U.S. and Canadian laws and In this Agreement: regulations. Without limping the generality of the foregoing, the Licensee shall Additional Terms and Conditions means the additional terms and conditions (If any) not permit any third party to access or use the Product in, or export such set cut In the Quote. software to, a country subject to a United States embargo (as of the Effective Affiliate means, with respect to Nearmap, any entry that controls or Is controlled by Date, Cuba, Iran, North Korea, Sudan, and Syria) or a Canadian embargo. Nearmap, or is under common control with Nearmap. For purposes ofthis definition, an 16. NEARMAP NOW entity shall be deemed to control another entity if it owns or controls, directly or 16.1 Survey During the Term, the Licensee may request a survey of an area which Is indirectly, at least fifty per cent (50%) of the voting equity of another entity (or other not covered (In Its entirety or In part) by the Coverage Area ("Survey"). The comparable Interest foran entity otherthan a corpomtlon). Licensee must provide a detailed description ofthe area that late be covered by Allowance means any usage allowance the Licensee is permitted to use andfordrewn the Survey and which Is to be included in the Survey Specification. Upon receipt down against for any Licensed Non -Government Products as specified the Quote, of such a request in writing, Nearmap may, In Its absolute discretion, agree to API means application programming interface. provide the Survey to the Licensee for a Survey Fee. Authorized User means the numberof persons specified in the "Seats" section ofthe 16.2 Delivery of Survey Subject to sections 12 and 16.1, Nearmap will deliver the Quote, who have been granted access to the Product by the Licensee pursuant to the Survey to the Licensee by uploading the Survey to the Webslte within 6 months term and conditions of this Agreement and who elther has been assigned a unique of the date on which Nearmap receives payment of the Survey Fee In full from Nearmap user login credential or whom the Licensee has assigned a user login the Licensee. Neaml will notify, the Licenses in writing once the Survey has credential that enables access to the Product been uploaded to the Webslte. Business Days means any day other than a Saturday, a Sunday or a recognised 16.3 Availability to other Nearmap customers Nearmap may, at its absolute discretion, public holiday In Utah, USA. allow other customers of Nearmap to access the Survey on the Webslte. Claim means any claim, cost(Including legal costs on a solicitor and client basis), 16.4 Refund of Survey Fee If the Licensee Is not In breach of the Agreement and damages, debt, expense, tax, liability, loss, obligation, allegation, suit, action, demand, Nearmap elects to terminate the Agreement under section 6.3 prior to delivery of cause ofactlon, proceeding orjudgmenl of any kind however calculated orcaused, and the Survey, Nearmap will refund the Survey Fee to the Licensee. whether direct or Indirect, consequential, Incidental or economic. 16.5 Other Products This Section 16 will not be applicable to the Licensee If the Commencement Date means (a) for New Subscription Quotes, the dale as specified License has not purchased a Survey. in the "Contract Commencement' section orlhe "Subscription Start Date" section ofthe 17. MISCELLANEOUS TERMS Quote, whichever is later, or(b) for Renewal Quotes or Amendment Quotes, the dale 17.1 Nearmap customer Licensee grants Nearmap the night to use Licensee's name as specified in the "Subscription Start Date" section of the Quote. and logo to Identify as a Nearmap customer for marketing or promotional Commercial Purpose means to distribute, transfer, sell, sub -license or pass purposes in public or private communlcallons with our existing or potential possession of any Products (In whole or In part) for the purpose of direct commercial customers, subject to Licensee's standard trademark usage guldellnes as benefit or gain by the Licensee. provided to us from time -to -time. Confidential Information means the terms ofthis Agreement, the pricing, and any 17.2 Additional Terms and Conditions The Additional Terms and Conditions form other information relating to the business, finances, strategy, methods, processes, part of, and should be read In conjunction with, this Agreement. products, matatlate, services or other affairs of Nearmap or Its representatives or 17.3 Precedence of Documents This Agreement Is comprised of. related bodges corporate which is disclosed to, learnt by or accessed by the Licensee in (a) the Additional Terms and Conditions; annnection with the Agreement, whether before or after the Licensee entered into the (b) the Quote; Agreement, whether orally, electronically, In writing or otherwise, but excludes (c) any Product -Specific Terns; and information which: (d) this products agreement. (a) Is or becomes part of the public domain otherwise than as a consequence of a If there Is any ambiguity or Inconsistency between the documents comprising breach of the Agreement; the Agreement, the document appearing higher In the list will have precedence. (b) the Licensee has obtained from a source other than Nearmap which source Is 17.4 Independent Contractors The parties are independent contractors and will so suggest to disclose it; or represent themselves In all regards. Neither party Is the agent of the other, and (c) the Licensee has developed or acquired independently before the dale of the neither may make commitnents on the other's behalf. The parties agree that neither Agreement, and can provide reasonable proof. party's employee or contractor is an employee of the other party. Content means any content made available by or on behalf of Nearmap to the 17.5 Construction The parties agree that the terms of this Agreement result from Licensee In connection with the Llcense, whether or not through the Webslte oran API. negotiations between them. This Agreement will not be construed In favor of or Coverage Area means the area specified in the "Coverage" section of the Quote for against either party by reason for authorship. which Nearmap has available Products, which may cover part or all of that area and 17.6 Waiver Neither party will be deemed to have waived any of Its rights under this which may cover part (but not all} of the area covered by the Survey. Agreement by lapse of time or by any statement or representation other than by Derivative Work means any new work created by or for the Licensee that incorporates, an authorized representative in an explicit written waiver. No waiver of a breach embeds or Includes all or part of a Nearmap Product or Content. ofthls Agreement will constitute a waiver of any other breach of this Agreement. Fair Use Policy means the policy as attached to the Quote. 17.7 Severablllly If one or more of the terms of the Agreement are found to be Fault means any fault, failure, error or defect which prevents the Licensee from Invalid, Illegal or unenfomeable In any respect, the validity, legality and accessing the Products, other than where access Is prevented due to a planned enforceability ofthe remaining terns will not be affected. outage, because of an unforeseeable event beyond Nearmap's reasonable control or 17.8 Amendments Other than as expressly specified In this Agreement, this Agreement any conduct or activity undertaken by the Licensee, the Licensee's employees or may only be varied with the written consent of Nearmap and the Licensee. agents or mandataries. 17.9 Assignment This Agreement shall not be assigned by either party without the Fees means the fees specified in the Quote payable by the Licensee for the License, prorwrilten consent ofthe other party which shall not be unreasonably withheld; or as othemllse agreed In writing between Nearmap and the Licensee, provided, however, that Nearmap may, upon written notice to the Licensee, Government Products means any Products specified in the Quote that are described assign all of its rights under this Agreement to (1) a parent, subsidiary or Affiliate as "Nearmap Vertical for Govemmenr" and "Nearmap Oblique for Government" and of Nearmap, (II) a purchaser of all assets related to this Agreement, or (III) a includes any other Products offered by Nearmap for government customers only where third party participating in a merger, acquisition, sale of assets or other corporate use of its License Is connected to the Fair Use policy. reorganization in which Nearmap Is participating. Any attempt to assign this Intellectual Property Rights Includes all Industrial and intellectual property rights Agreement in violation of this provision shall be void and of no effect. This throughout the world Including copyright, moral rights, trademarks, patents, rights to Agreement shall bind and inure to the benefit of the parties and their respective protect confidential Information and any other similar rights. successors and pernilted assigns. Late Payment Fee means a fee, as notified by Nearmap to the Licensee, 17.10 Entire Agreement This Agreement: corresponding to the costs Incurred by Nac man (including, without limitation, (a) comprises the entire agreement and understanding between the parties on administrativeand othercosts) in recovering any payment not made bythe Licensee everything connected withthe subject matter ofthis Agreement; and on the due or scheduled cl for payment. Late fees incur interest at the rate of 1.5% (b) supersedes any prior agreement or understanding on anything connected with per month (being 18 % per year). that subject matter. License means the license granted in section 1.1. 17.11 Counterparts This Agreement may consist of a number of counterparts and if Licensee means the person or entity specified in the"Customer Name" section of the so the counterparts taken together constitute one and the same instrument. This Quote. Agreement is not binding on any party unless one or more counterparts have Nearmap means Nearmap US, Inc. been duly executed by, or on behalf of, Neamrap and the Licensee. Non -Government Products means all Products specified in the Quote that do not fall under the definition of Government Products. Opened onal Hours means gam to 5pm PT. Page 7 of a Nearmap US, Inc. Periodic Allowance or Periodic Data Allowance means the data allowance specified in the "Allowance" section of the Quote unless otherwise agreed in writing between Nearmap and the Licensee. Periodic Allowance Section means section 1.6 (or Its equivalent) In the most current version of the products agreement currently located atLUM. Permitted Purpose means the use of Products by the Licensee for internal purposes In the Licensee's ordinary business, and at all times excludes any. (a) Commercial Purpose; (b) Unlawful Purpose; (a) Integration or attempt to Integrate the Product In an Internal system of the Licensee or of a third party; and (d) Redistribution or copying of files, Images, photographs or making such files, Images or photographs avallable In any medium or manner that Is contained In the Products to any third party (except as expressly permitted under this Agreement). Products means any Nearmap products specified In the Quote (and further described on the Website) and, If applicable, the Survey. For the avoidance of doubt, Products Include Content. Products Specific Terms means additional terms and conditions that apply to certain Products, attached as Schedule 2, Quote the document produced after the Licensee places an Initial order for the Product(s), requests any changes to its' License, or renews Its License, which may be fitted "Now Subscription Quote", "Renewal Quote" or "Amendment Quote". Schedule means a schedule to this Agreement, where such schedule has been Incorporated by reference to form part of this Agreement. Subscription Period means the period stated In the "Subscription Period" column of the Quote. Subscription Start Date means the date specified In the "Subscholon Start Date" section of the Quote. Survey has the meaning (if any) given to that section 16.1. Survey Fee means the fee for the Survey as agreed in writing between Nearmap and the Licensee. Survey Specification means the survey specification referred to In the Quote. Term means the term specified In the "Subscription Term" section of the Quote, commencing on the Commencement Date. Where a Subscription Period Is slated on the Quote, "Term" means the Subscription Period. Third Party Providers means third parry providers of products and services to Nearmap. Unlawful Purpose means any unlawful purpose, Including but not limited to stalking, harassing or Intimidating any person or engaging In misleading or decepfive conduct Website means all pages and subsites available within the nearmap.com domain. Page 8 of 9 Nearmap US, Inc. FAIR USE POLICY General 1. It Is Important to Nearmap that all customers areable to access the Products and Services. Accordingly, we have devised a Fair Use Pol Icy that applies to the data usage of the Products and Services. 2. In this Fair Use Policy: a. Excessive Use has the meaning given to that term In section 7 of this Fair Use Policy; b. Fair Use Policy means this policy; c. Nearmap, we, us or our means Nearmap US, Inc.; d. Products has the meaning given to that term in Your Nearmap Agreement; e. Services has the meaning given to that term in Your Nearmap Agreement; f. You or Your means any customer of Nearmap; g. Your Nearmap Agreement means the agreement pursuant to which Nearmap provides You with various products and services; and h. Unreasonable Use has the meaning given to lhatterm in section 5 cf this Fair Use Policy. 3. We reserve the right to varythe terms of this Falr Use Polley from time to time. 4. This Fair Use Policy is In addition to Your Neammap Agreement and In the event of any Inconsistency between the terms of this Fair Use Policy and the terms and conditions of Your Nearmap Agreement, Your Nearmap Agreement prevails. Unreasonable Use 5. We consider Your use of the Products and Services unreasonable where You use it In a manner which is reasonably considered by Nearmap a be fraudulent use, to be contrary to Your Nearmap Agreement or to adversely affect other Nearmap customers' use of or access to the Products and Services. 6. Among olherthings, "fraudulent use" Includes resupply of the Products and Services without Nearmap's consent so that someone else may access cruse the Products and Services or take advantage of the Products and Services. Excessive Use 7. Excessive Use Is a continuing and unreasonably disproportionate use of the Products and Services when compared to other average Individual named users. Nearmap's Rights 8, Where Your use of the Products and Services constitutes Unreasonable Use and/or Excessive Use, Nearmap may contact You to discuss changing Your usage pattern so that It conforms with this Fair Use Policy, or to upgrade to a more suitable Product or Service (If applicable). 9, If, after Nearmap has contacted You, Your Unreasonable Use and/or Excessive Use continues, Nearmap may, without further notice to You: a. restrict Your access to low resolution Imagery for the remainder of the month; andlor b. restrict Your access to low resolution Imagery for the remainder of the month until Your data allowance is reset at the beginning of the next month (If applicable); and/or c. restrict Your access for the remainder of the month; and/or d. restrict Your access to Nearmap until Your data allowance Is reset at the beginning of the next month (If applicable); and/or e. Immediately cease Your access to Nearmap; and/or f. exercise any other right available to Nearmap under the terms of Your Nearmap Agreement. Page 9 of 9 Nearmap US, Inc.