16-1117_PICTOMETRY INTERNATIONAL CORP_AgreementAGREEMENT BETWEEN
PICTOMETRY INTERNATIONAL CORP. ("PICTOMETRY") AND
CITY OF SAN JUAN CAPISTRANO, CA ("CUSTOMER")
I . This order form ("Order rorm"), in combination with the contract components listed below:
Section A: Product Descriptions, Prices and Payment Terms
Section B: License Terms:
• Online Services General Terms and Conditions
• Software License Agreement
(all of which, collectively, constitute this "Agreement") set forth the entire understanding between Pictometry and Customer with
respect to the subject maller hereof and supersedes all prior representations, agreements and arrangement s, whether oral or
written, relating to the subject matter hereof: Any mou ift calions to this Agreement must be made in writing and be signed by
duly authorized officers of each party. Any purchase order or similar document issued by Customer in connection with this
Agreement is issued solely for Customer's internal administrative purposes and the terms and conditions set forth on any such
purchase order shall be of no force or effect as between the parties .
2 . In the event of any conflict among any contract components comprising this Agreement, order of precedence for resolving such
conflict shall be, from highest (i.e., supersedes all others) to lowest (i.e., subordinate to all others): Product Descriptions, Prices
and Payment Terms; License Terms in order as listed above under the heading 'Section B: License Terms'; and Order Form.
3. All notices under this Agreement shall be in writing and shall be sent to the following respective addresses:
CUSTOMER NOTICE ADDRESS PrCTOMETRV NOTICE ADDRESS
32400 Paseo Adelanto 25 Methodist Hill Drive
San Juan Capistrano, CA 92675 Rochester, NY 14623
Alh1: Eric Bauman, Attn: Contract Administration
Phone: (949)493-1171 Fax: Phone : (585) 486-0093 Fax : (585) 486-0098
Either party may change their respective notice address by giving written notice of such change to the other party at the other
party's then-current notice address. 1otices shall be given by any of the following methods: personal delivery; reputable express
courier providing written receipt; or postage-paid certilied or registered United States mail , retum receipt requested , Notice shall
be deemed given when actually received or when delivery is refused .
4. This Agreement, including all licenses granted pursuant to it, shall be binding upon and inure to the benefit of the parties hereto,
their successors and permitted assigns, but shall not be assignable by either party except that (i) Pictometry shall have the right to
assign its right to receive Fees under this Agreement, provided no such assignment shall affect Pictometry's obligations hereunder,
and (ii Pictometry shall have the right to assign all its rights under this Agreement to any person or entity, provided the assignee
has assu med all ofPictometry's obligations under this Agreement.
5. IN NO EVENT SHALL EITHER PARTY BE LIABLE, UNDER ANY CAUSE OF ACTION OF ANY KJND ARISING OUT
OF OR RELATED TO THIS AGREEMENT (INCLUDING UNDER THEORIES INVOLVING TORT, CONTRACT,
NEGLIGENCE, STRICT LIABILITY, OR BREACH OF WARRANTY), FOR ANY LOST PROFITS OR FOR ANY
INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR OTHER SPECIAL DAMAGES SUFFERED BY THE
OTHER PARTY OR OTHERS, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
6. With respect to any claims that Customer may have or assert against Pictometry on any matter relating to this Agreement, the
total liability ofPictometry shall, in the aggregate, be limited to the aggregate amount receivcxl by Pictometry pursuant to this
Agreement.
7 . The waiver by either party of any default by the other shall not waive subsequent defaults of the same or different kind.
8. In the event that any of the provisions ofthis Agreement shall be held by a court or other tribunal of competent jurisdiction to be
unenforceable, such provision will be enforced to the maximum extent permissible and the remaining portions of this Agreement
shall remain in full force and effect.
9 . Pictometry shall not be responsible for any failure on its part to perform due to unforeseen circumstances or to causes beyond
Pictometry's reasonable control, including but not limited to acts of God, war, riot, embargoes, acts of civil or military authorities,
Paget of8 City of San Juan Capistrano, CA-CIH6183 20160919 DD-000 1-20 t 60318
fire, weather, floods , accidents, strikes, failure to obtain export licenses or shortages or delays of transportation, facilities , fuel,
energy, supplies, labor or materials. In the event of any such delay, Pictometry may defer performance for a period oftime
reasonably related to the time and nature of the cause of the delay .
10 . In consideration of, and subject to, payment by Customer of the Fees specified in Section A of this Agreement, Pictometry agrees
to provide Customer with access to and use of the products specified in Section A of this Agreement, subject to the terms and
conditions set forth in this Agreement. Customer hereby agrees to pay the Fees specified in Section A of this Agreement in
accordance with the stated payment terms and accepts and agrees to abide by the terms of this Agreement.
This Agreement shall become effective upon execution by duly authorized offi cers of Customer and Pictometry and receipt by
Pictometry of such fully executed document, such date of receipt by Pi c tometry being the "Effective Date ."
PARTIES·
CUSTOMER PICfOMETRY
CITY OF SAN JUAN CAPISTRANO, CA PICfOMETRY INTERNATIONAL CORP.
(Cillily lype) 1\.A, on l dn::~l r., a Delaw a
SIGNATURE: ~~ SIGN AT~ '}l .J
\... ~ .... ~ ----NAME: Steve May NAME : l Jnr/ /) /C \Cllntnl
TITLE: Director of Public Works and Utilities TITLE: ( '[jJLD( 1rnr 11r o Dll a i>.lrt'nt
DATE: 11-16-17 EXECUTION JJATE: /iJ J'l/ lJ '
DATE OF RECEIPT (EFFECTIVE DATI!:): (IJ i lJ/1 ·
Page 2 of8 City of San Juan Capistrano, CA-Cl86183 20160919 DD-0001-20160318
SECTION A PRODUCT DESCRIPTIONS, PRICES AND PAYMENT TERMS
Pictometry International Corp.
25 Methodist Hill Drive
Rochester, NY 14623
BILL TO
City of San Juan Capistrano, CA
Eric Bauman ,
32400 Paseo Adelanto
San Juan Capistrano, CA 92675
(949) 493-1171
ebauman@sanjuancapistrano.org
ORDER#
CI86183
SHIP TO
City of San Juan Capistrano, CA
Eric Bauman,
32400 Paseo Adelanto
San Juan Capistrano, CA 92675
(949) 493-1171
ebauman(iijsaniuancapistrano.org
CU TOMERID SALES REP
Al16642 bgarcia
QTY PRODUCf NAME PRODUCT DESCRIPTION LIST PRICE DISCOUNT AMOUNT
PRICE(%)
I Pictometry Connect -CA -Pictometry Connect -CA-50 (Custom Access) provides $2,200.00 $2,200.00
50 up to 50 concurrent authorized users the ability to login
and access the Pictometry-hosted custom imagery
libraries specified elsewhere in this Ab>reement via a web-
based, server-based or desktop integration . Tbe default
deployment is through web-based Pictometry Connect.
Tenn commences on date of activation.
License Terrn: I Year(s)
Applicable Tenns and Conditions: Online Services
General Tenns and Conditions;Software License
Agreement
I n1ank you for choosmg P1ctometry as your servtce prov1d~r. TOTAL $2,200.00
1 Amount per product = ((!-Discount%) • Qty • l.i~ Price)
FEES; PAYMENT TERMS
All amounts uuc tn l'ictometry pur~uant to th i Agreement ("Fees'') ;u·e expressed in United States dollars and do not include any duties, taxes
(including, without limitation, any sales. use, ad valorem or withholding, value added or other taxes) or handling fees, all of which ~rein addition to
the amounts shown above and, to the extent applicable to purchases by Customer, shall be paid by Customer to Pictometry without reducing any
amount owed to Pic tometry unless documents satisfactory to Pictomctry evidencing exemption from such taxes is provided to Pictometry prior to
billing. To the extent any amounts properl y invoiced pursu~nt to this Ab'Teement are not paid within thirty (30) days following the invoice due date,
such unpaid amounts shall accrue, and Customer shall pay , interest at the rate of 1.5% per month (or at the maximum rate allowed by law, if less). In
addition, Customer shall pay Piclometry all costs Pictomctry incurs in collecting past due amounts due under this Agreement including, but not
li mited to , auomeys' fees and cou11 costs.
Due at Activation of Online Services
Total Payments
PRODUCT PARAMETERS
CONNECT
Product:
Admi11 User Name:
Admi11 User Email:
Requested Activatio11 :
Speciallllstructiolls:
Ceo felice :
Page 3 of8
Plctometry Connect-CA -50
Christopher Jacobs
cjacobs@sanjuancapistrano .org
Upon Authorization
CA Orange
City of San Juan Capistrano, CA-C186183 20t60919
$2 ,200.00
$2,200.00
DD-0001-201603 t 8
SECTIONB LICENSE TERMS
PICTOMETRY ONLINE SERVICES
GENERAL TERMS AND CONDITIONS
These l'tctometry Online Scrvtccs Gcncml T~rrns and Conditions (th~ "Genera l Terms und Conditions"), in cornbtnatlon with the corresponding l'ictomctry order fonn ,
tf any , Cllllecltvcly COI1<titute the ltcunse agrccmcru (the ''ltctnse .'\grecrncnt") thut governs your usc ol'thc Ptctometry on! me servtces (the "Online Service~"), the
imnses avnibblc in the Online Scr"iccs, and nil Msociated TTt<!tUdnta und dnta layers Included 111, provrdcd wtlh , or dcr i'ctl from those inmgcs (tit~ "Ltcenscd Content'')
provrtlcd by Ptctomctry lnccrnntronnl Corp and tis atlllrn\cd eumranrcs (collcdivcl y, .. t>ictontctry ") The terms "you " and "your' in uppercase or lowercase shall meun
the indtvidual, entity (e .g ., corporation, limited liability company, partnership, ~ol~ proprietor, etc .J or ~ovcmmcnt ugency entering into the License At;rL-cment .
1. GRANT OF RIGHTS ; RESTRICTIONS ON USE; OWNERSHIP
1.1 You are granted a nonexclusive. ncl!ltran.sfernble,limikxl right tu uccc" and use the Online Services and the Licensed Co ntent obtained or derived from the
Online Ser·viccs solely lor your internal business purposes and not lor ro<ulc or redistribution. The rights granted to you include, subject to the restrictions set
forth below nnd on the Order Form, the right to copy limited portions lll'tht Licensed Content onto your c<lmputer to facilitate pr\:purution ofhnrdcopics und
work product record•, and the nght to make hardcopics or the License-d C'ontcut, provided that the Licensed Coutcnt and the pcnnitttld copies thcrrof muy
not be suld, leased. loanc'Cl, distrihu tcd. or ropitxl f<Jr use by anyone other thtm you .
1.2 Yo u may not make the Online :-crvicc.~ avnilablc to uny other puny.
1.3 You may not copy the Licensed Contcntur pnrtions tbc..1·cof onto any computer or storage device or media for the purpose of creating or maintaining one or
more databases nt' that content tor· use In mJbstitution for suh~cquent •Cccss to the content through the Online Services.
I 4 You may not distribute or otherwise 1nnk.c DVllilablc uny Licensed Contl'nl tn Google or its affiliates, either directly or indirectly.
1.5 You may nor cxploi1 the goodwill oft>iclomctry, including its trademarks, service marks, or logos, without the express written consent ofPictometry.
1.6 You may nol rcnuwe. alter or obscure copyright notices or uthcr notices contained in the Licensed Content.
1. 7 You may not oiTcr any pnrt oft he Online ScrvicL.,; or tho Licensed Content for commercial resale or commercial redistribution in any medium.
I 8 You may not use the Online Services or the Licensed Content to compete with any businesses of' l'ictornctry.
1.9 You may not use infonnation inclu ded in th e Online Scrvtces or the 1.tccnscd Content to tlclcmtine an individual consumer's eligibility for (a) credit or
rnsorancc lor pe rs onal, family, or hous ehold purposes; (b) employment; or (c) a government license or benefit. The term "consumer'' is delined in th e United
Stares Fair C'rcdit Report ing Act at 15 IJSC * 1681.
t .10 You may not access the Online Services via mc~hanical, programmatic, rob otic , scripted or any otlt<-'T automatl.'d menns. Unless t)thcrwise agrc'Ctl by
Pictometry in writing, use of the Online. crviccs is penn itt~-d only via mnnu:tlly conducted, discret e, hurnan -lnitiatco individual ~earch and r~tricval
activttics.
1.1 t All right, title, and interest (including all copyrights, trademarks and other intellectl>al property rights) in the Online Services and the Licensed Content in all
media belong to Pictometry or its third !>artY suppli~:t'S. Neither you nor any users of the Onlr ne Services or the LtecnsL'tl Content acquire any proprietary
interest in the Online Services, the Licensed Content, or any copies thereof, except the li 111i1ed use rights granted herein .
Z. ACCESS TO SERVICES
2.1 Only you, ynur employees, and temporary or contract employees dcdrcated to pcrlurming work cxclu~ivcly for you (each , an "F.lrgrblc User" und
collectively. \he "Eltgib le Users") are ehgr ble to access and use the Online Se rv ice~ and the Licensed Coutc nt pursuant to the License Agreement. Each
Hlrgtblc ll~cr to be prov1ded ucccss tO the Online Sen•tce shall be assrgncd u unique losm/password ("l'tctotttotry Crcdcntral ") ror purposes or accessing the
Online Services. You agree that each Pictomctry ('rcdentiul shall on ly be used by the Eligible User to whom it wtiS ori~inally a~igncd and that l'ictomclry
Credentials may not be ~hurcd with, or used by; uny other person, including other Eligible Users . You will promptly deactivate an Elrgibk User 's
Pictmnetry Credential in the event the Eli;:ible LJ~er no longer meets the e ligibility requirements or you otherwise wish to tl'rmin~t" the fc:ligtblc U~cr's
nccc~~ to the Online Servic,'-S. You nrc r"~(l()nsiblc lor alltt~tl oft he Online Services act'L'ss~~~ with Pictornctry Credentials issued to your Eligible Users,
including assoc>atcd churgcs, whether by Eligible Usct·, or others. You will usc reasonable comrnercral cfTorlS to prevent unauth onzctl u:;c of l'iclotuclry
Credential' ns.slgned to your Eligible Users and will promptly deactivate any l'ictl'mctry Cre dential~ you u,pcct are lost. stolm, tompro rniscd , o r misused.
:!.2 The Online Services. the Licensee! Content , and features and functionality within the Online Services may be enhanced, added to, withdrawn, or otherwise
changed by Pi ctornetry witho ut notice.
2.3 You arc owure and ttntlcrstond that any user data collccu:d or storc'd by the Online Servrccs may be accc-s.•e<l by US law enforcement agencies under the US
PATRIOT Act. You h~reby re lease, and agree to hold l'ictomctry harmless l'rotrt, all claims agai nst Pictomctr·y with respec t to such access.
3. DISCLAIMERS
3.1 The Onhoe Services and the Licensed Content are provided for visualization purposes only, are not authoritative or defini tive, and do not constitute
pmfes~iona l engineering or surveying services.
3.2 The Onlmc Sc rvl cc.q untl the l.iccn~ed Content ore not tube relied upon to precisely locotc or determine property boundaries und should not be used in lie u
of a JlrofcssiMnl survey where the aceurncy ofmcasurcrnc!lls, distance, height. angle, orca und volume, may have significant consequences .
3.3 Allmea~'Ur\lrtK1tls and reports generated by the Online Services or lmrn the Licensed Conrcnt arc 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 information obtained from the Online Services or contained in the Liccn~cd Content is generated fro m un dcrsnmplcd elevation data, is provided for
info11natl onal purposes only, and 1s not suit~hlc li>r usc us th<: basis for hydrographic computations . cstimatrons or analyses.
3.5 While the Online Services and the Licensed Content may be cunsi dc red useful supplements for life crit ical applicatiuns, th<y ore not designed or maintained
to support such applications nnd Plctornctry and Its third party suppliers or the Online Servi cs and the Licensed Content hereby disclaim allliabilrty for
damages claims and expenses arising from such usc.
3.6 Your reliance on the Onlin Services and the Llc<:n~cd Content should only be undertaken after an independent review of their accuracy, completeness,
cmcacy, timclinc!l.< and ndcquucy for your intended purpose .
3. 7 Pictometry and each thtrd party supplier t1f any ponitiO ur the Online Scrvrces or th¢ Licunsed Content assume no n:sponsibility for any conse<tucnces
resulting from the use of the Online Services ar the Licensed Content.
3.8 Picto metry and each third party supplier of any portion of the Online Services or the Licenstld Content hereby disclaim all liability for damages, claims and
cxpcnRes ntising fmm or in auy way rcl~tcd I<) the accuracy oravailability or the Online Service.• and the Licensed Conient.
3.9 By acccptillg th~.sc Gencml Tcnns urtd Conditions or by using the Online Scn•iccs ur the l .iccnsl'li Ccmtenr, you waive m1y nnd all rights you may have
against l'ictomclry, cnch third part supplier of uny portion lll"lhc Online Service~ ur the l.iccn&ctl Contcm, and each of their directors, officers, members and
cmploy~cs , ad sing Out of usc of or reliance upon the Online Services or the Liccnstld Content.
Page4 of8 Ci ty of San Juan Capistrano, CA-C 186183 20160919 DD-000 1-20160318
4. LIMITED WARRANTY
4.1 Ptctometry rt.:prc.~.:nto; and wan'llms tha t II has the nght and authority to mnkc tht.: Online Sc!'vtccs nnu the Licensed Contcrn a"ailable to you und your
Ehgiblc l l~ers as uuth<m7.ed expressly uy this License t\grc~mc1ll ,
4.2 EXCEPT A. OTHERWISE PROVI!)EI) IN SEC liON 4.1, TilE ONLINE SERVICE ' AND LICENSED COl'fl ENT ARE PRO VII> ED ON AN • AS IS",
''AS AVAILABLE" BA . IS AND PIC'TOMETR Y AND Ei\Cil TIIIRD PARTY SUPPLIER OF LICENSbD CONTEN'I EX I'RESSLY DISCLAIM All
OTHER WARRANTIES, fNCLUDfNG THEW ARRANTIES OF MERCHANT ABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
5. LIMITATION OF LIABILITY
5.1 No Covcr~'tll'a rty (as defined below) shall be liable lor any luss, injury, claim. liability, or clomo~;c o f any kind resulting in uny wuy !Tom (o) uny crron< in or
omissions from the Online Services or the Licensed (\>ntcnt, (b) the unuvuiktbility or intcm•ption of the Online Service.'< or any JbJtur<'S thcrwf or the
Licensed C'ontc11t, (c) your or on Eligible User's use ol'thc Onlmc S~rv1ccs nr the I tc~nscd Cont~lll, (d) the los~ 01 ~urruptian of any datu or equipment in
connection with the Online Services or the Licensed Contcn<, (e) the C\liiiCnt, accuracy, or comph!lcness of the Lict.:n~ed C'onten t, all regardl ess of whether
you received assistance in tht' usc of the Online Service from a Covered Pa11y, (I) any delay or failure in performance beyond the reasonable control of a
Covered Party, or (g) any content retrieved from the Internet even if retrieved or linked to from within the Online Services .
5.2 "Covered l'nrty'' means (a)l'ictomclry nnd any ofliccr. director, employee, subcuntract01, agent. successor, ornssign of l1ictnmctry; and (b) cuch third party
supplier of nny Licensed t'onh:m, thirtl party nlliun~-e entity, their ul1iliales, and any officer. direcwr. <.~llploycc, subcontractor, ugent, sU\;ccssor. or a«ign of
ony third pu11y suppllet• of nny Licensed Content ur third pa11y alliam.'C entity and their affiliutes.
5.3 TO THE Ftii.I ,EST EXTENT PERMISSIBLE IJY Al'l'LICAULI:: LAW. UNDER NO C IR CUMSTANCES WILL l'l·IE AGGREGATE I.IAfllLITY OF
TilE COVERED PARTIES IN CONNIO:(TJON W!TIIl\NY CLA IM AltiSING OUT OF Oil RELATING TO TIIF ONLINE SERVICeS OR THE
LICENSED CONTENT OR THIS LICENSE AGREEMENT EXCEED THE LESSER OF YOUR ACTUAL DIRECT DAMAGES OR THE AMOUNT
YOU PAID FOR THE ONLfNE SERVICES fN THE TWELVE MONTH PERIOD IMMEDIATELY PRECEDfNG THE DATE THE CLAIM AROSE .
YOUR RIGHT TO MONETARY DAMAGES fN THAT AMOUNT SHALL BE fN LIEU OF ALL OTHER REMEDIES WHICH YOU MAY HAVE
AGAINST ANY COVERED PARTY.
5.4 TO TilE FULLES1' I!XTENT PERMISSIBLE llY J\I'PLJC,\HLE LAW, NEITIII!R YOU NOR T Hb COVERED PARTIES WILl . BE U,\llLE FOR
ANY SI'EC'IAL. INDIRECT. INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEV ER (I CLUDING, WITIIOUT
LIMfi'ATION. AITORNFYS' FEE, ) IN ANY WAY l)lJ U fQ, IU·.SUI .TING FROM. OR ARISING IN CONNECTION Wm I 'I'll!-ONLINE
SERV ICES, THE LICENSED CONTENT, OR THE FAILURE OF ANY COVERED PARTY TO PERFORM ITS OBLIGATIONS . THE FOREGOfNG
LIMITATION OF LIABILITY SHALL NOT APPLY TO A PARTY 'S INDEMN1TY OBLIGATIONS OR YOUR (AND YOUR ELIGII:lLE USERS ')
lNFRfNGEMENT OF INTELLECTUAL PROPERTY OR MISAPPROPRIATION OF PROPRIETARY DATA BELONGING TO PICTOMETRY OR ITS
THIRD PARTY SUPPLIERS.
5.5 Notwithstanding anything to the contrary in thi s Section 5:
(a) If there is a I.Jr~'flch ()fthc wnrmnty in Section 4.1 ubvvc, then Pictumctry, at i1s up tio nund exp ens e. shall either defend ur settle an y action untl hold you
harmless ag.amst prnttedmg.< or dam~gc.• of uny kim! 01 tlcscripuon bM\."d urt u thirlltJalty ' s claim of patent , trademark, service mark, copyright or
tralle~ecrcl infrillgcmcm rein ted to usc tlf thu Online Services m th<! Licensed Content, asserted against you by such third party provided: (i) all use of
the Online Services and the Licensed Content wos in accordance with this License Agreement; (ii) the claim, cause of action or infringement was not
caused by you modifYing or combining the Online Services or the Licens~d Content with or into other products, applications, images or data not
approved by Pict ome try; (iii) you give Pi ctomctry prompt notice of such claim; and (iv) you give l'ictometry the righlto contro l and direct the
mve.<ti gation , defense and settlement of ~uch o;luim Yo u, at Pictometry 's expense, shall reasonably cnopcmte with Pictometry in connc·ction with the
1(1resoing.
(b) In addnion to Section 5,5(a), if the Onllne Scrv1ccs, the opcmtlon thcrour or the Li~c11Scd C"ontent become, or in the opinion of Pictumctry arc likely to
become, the subjcL1 of a cloltn o f infringement . l'ictometr)' may, ut it~ optio n nnd expense, either : (i) procure for you the rtght to cQn tinuc ustng the
Online Services or the I lccnscd C'ontent, (ii) rcplact: or motlity the Online Services or the Licensed C'omenl so th at they become oorHnli'ingulg; or (iii)
tcm1in atc the I .icunsc Agreement on notice Ill )'ll\1 and b'fllllt yo u u pro-rutu refund or credit (whichc,·cr is applicable) for 1my pre-paid fees or fixed
charges.
(c) The provisions of Sections 5.5(a) and (b) shall constitute your so le and exclusive remedy for the respective matters specified therein.
6. MISCELLANEOUS
6.1 The 1Crms and Cl.1nditions of this l.iccnse Agree ment may b<: changed fro m time to time immediately upon notice to you. If any changes are made to this
l.iccn'c Agr<!Cmcnt. ~uch chant:;£".• will: (a) only be UPiltk'tl prl>5p<."Ctively; and (b) not be specifically directed against you or your Eligible Users but will
apply to nil Similarly ~it11ntcd Picl(>metry customers usin g the Onl ine Services. You may tenninate this License Agreement upon written notice to
l'ictomctry if any change to the tcnns and conditions of this License Agreement is unacceptable to you , For termination to be effective under this Section
6, I. wnttcn no1i cc oftcrminn ti on tnust be provided to l'ictomelry within 90 days of the effective date of the change. Continued use of the Online Services
follo,ving the ciTective date !lf any change constitutes ucccptance Ill' the change, but doc• not uflbct the fo regoi ng termination nght E.'ccpt us pmvtdcd
ubovc, this I ,iccnsc Agreement may nnt he supplemented , modified or otherwise revised unless signed hy duly authoriLcJ representativ es ur both parties.
Futtllennnre, this License Agree ment may not be sur>J>Icmcntcd. modiiTed or utherwtse revised by email exchange, even if the email contain., u printed name
or stgnutttrc line beunng stgnuturc-like tbnL The foregoing dll"-' notiJI Oitibi t I he c,xccution of clcctn111ic contracts bearing electronic signature~ ob.uthorized
representatives of both parties. provided such signalurt.."'ltncludc digitul cenification~ or nrc otherwise authenticated.
6.2 In U!C event of a breach of this License Agreement hy you, uny Ehyiblc User m sumcnnc using the l'ictomctry Cwdcnllal or an Fliglblc User, l'ktomctry
may tcrnpo raril)• suspend or discontinue provtdiug ucccs~ 10 the Onlirte Serv1ces to any or nlll\liglblc Uscn< without nut lee. and l'ictomctry may pursue any
other legal remedies available to it.
6.3 All notices and other communications hereunder shall be in wrltlnt> or di splayed elec!ro nic~Hy in the Online Scrvoces by 1'1ctomctry. Nollces shnll be
deemed to have b<.ocn properly given <m the clntc dc(l<Jsited in the muil, if mailed: on the date lirst rnndc availublc. if dtsplllycd in the Online Services: nr on
the date received, if delivered in any other manner. l.egul notice~ t(J l'ictumctr~ shou ld be sent to Pict omctry, Attn : Gcncrul Comtscl, 25 Methodist II ill
Drive, Rochester, New York 14623 .
6.4 The failure o f you, l'ictomelry, o r 11ny thirti pnrty •uppli~r of the Onll11c Services or uny Licensed Content to enforce any provision hereof shall not constitute
or be construed·~ a waiver o f such prnvision or ol'lhc right to enforce itut u Iuter time.
6.5 Neither you nor any Eligible I Jscr may assign or othcrwis~ lrunst'cr your rights or delegate your duties under this License A!:rccmtmt without th e pn or
wr iltcn consent of Ptctomctry. Any aHG1npt by you or uny t;.ligiblc User to assit;n. transfer or dclcgutc your tights or obligntions under thi s License
Agreement wtthnut Ptclom etr y·; consen t shall be vou.l, and shall also vo•d the l.intitcd licen se grunted to yo u by t.his Ltccnsc Agreement . I his License
Agreement and any umcndm~'ntthL•·cto shall be binding on, und wi ll inure to the bencflt of the partie.• and thelf respective successors and pennitted assigns.
6.6 1'his I iccnsc Agreement shwl he governed by and interpret~'() In accordance with the laws of the Slate of New York, excluding its cunllkts of law principles.
I Jn icss you are a government entity, in the event that uny lega l pi\Jcccdings are commenced with respect to any matter arising under this License Agreement,
Page 5 of8 City of San Juan Capistrano, CA-Cl86183 20160919 DD-0001-20160318
the parties specifically consent and agree that the courts of the State of New York or, in the alternative, the Federal Courts located in the State of New York
shall have exclusive jurisdiction over each of the parties and over th.: subject mancr of nny such procccdi n(:S, and that the venue of any such action shall be
in Monroe County. New Yqrk or the lJ.S. District Court for the Wc:.tcm District oi'Nt.w York, as apf)licablc.
6 7 This License Agreement will be enforced tn the lulh:st c.< tent penni lied hy applicable law. If any provision of this License Agreement is held to be invalid or
un enforceable to ony extent, thun (o) ~uch provision will be ln tcrprctc'(l, L'Onstrued and refonned to the extent reasonably required to render it valid,
cnfon:cablc ami consistent with its origmal intent und (b) such invalidity or unenforceability will not affect any other provision of this License Agreement.
6.8 Where applicahlc, each nfTillatcd company of Pictomctry aud ruch third party supplier of the Online Services or any Licensed Content has the right to assert
and enforce the provtsions of this License Agreement (hrectly <>nIt~ ow n behalf as a third party beneficiary.
6.9 In the event of a brenclt of your obligations undcnhis License t\grc~ment or your payment obligations with respect to access to the Online Services or the
Licensed C'ontcnt, you o~;rcc to pay all ofPic tumctry'~ costs of enforcement and collection, including court costs and reasonable attorneys' fees .
6.10 This License Agreement constitutes the enure a~rL'Cmem o rthc parties with respect to its subject matter and replaces and supersedes any prior written or
verbal communications. representations, proposab ''r quututi uns rdating to that subject matter.
lEND OF ONLINE SERVICES GENERAL TERMS AND CONDITIONS I
Page 6 of8 City of San Juan Capistrano, CA-Ci86183 20160919 DD·OOO 1-20160318
SECTIONB
PICTOMETRY SOFTWARE
LICENSE AGREEMENT
LICENSE TERMS
PLEASE IH:A DTHIS SOFTWARE LJCENSt: AGREEMI•:rn ("LICENSt:") CAREI1ULLY BEFORE DOWNLOAJ)IN G,IN TALLJNG OR USING Tilt.:
SOFTWAH E. BY USI G THE SOFTWARE, YO\J AGREE TO TilE TEH~IS OF TillS LICENSE. IF YOU DO NOT AGREE TO 111 E TI~RMS OF T BIS
LICENSE, DO NOT DOWNLOAD, INSTALL OR USE THE SOFTWARE.
I. GENERAL. The software ("Pictomctry Software") and any v.Titten materials that accompany the software ("Documentation") in any media or form are licensed ,
not sold, to you by Pictometry International Corp. ("Pictometry") for use only under the terms of this License. Pictometry reserves all rights not eKpressly granted
to you in this License.
2. LICENSE. uhjcct to the tenus and conditions of this License, you are sramed a limited , non-tmnsl'crable, terminable, non-•uhlicen.eablc, nun-c<~IU.'IVC lic.,ns~
to il"tall and usc the l'tctomctry Sonware nnd the Documcntnuon (collectively, the "Prop nctaay Mntorials") ~olcly filr tntcanal u~o v~~ u1'tl1c functionality
provid~·d by the l'actomctry Soliwoa·c other than for your lntLTnnluse is pl\lllibitL'<l, ~xceptw ilh the prio r written oppr val OI'Pictomctry . You may make one copy
of the Pact omctry Sofhvnr<· an machinc-rcadnblc f<Jrm for backup purpos~'S only; pruvi<.k:d that the backup "opy mu.•t include all copyra~.:ht und ot her proprietary
nC>ticcs co nta ined in the origJnal. You wtlln 1 an(! will not ·n~blc l)lhcrs to decompile, reverse engineer, disassemble, altcmJ!II O dcnvc the source code of,
decrypt, modify, create derivative work s of, or tamper with or disable any security or monitoring features within the Pict omctry Software. Any attempt to do so is
a violotion of the ri~:hts of Pictomctry and its licens ors .
3. TITLE. The Proprietary Materials are confidential information of, trade secrets of, and are proprietary to Pictometry. Title to the Proprietary Materials is and will
rema in in Pictoma::try and its licen~!lT!I . All applicable rights to patents, copyright s, trademarks. trade secrets, and other intellectual Pl'tlllerty rights in the
Pro prietary Mntcr~als are and will remain in Pictometry and its licensors . You will not assert any right , title or interest in the l'ropnetary Materials provi ded to you
under this I icensc, except for th e express license granted to yo u hcn:under. You will not remove any copynght or other proprietary notice or legend contamcd on
or mcluded in any l'n>pricl ary Materials and you will n.1>roduce all such inlbrn1ataon on all cop1cs made hereunder. You will keep the Proprietary Materials free of
all clnim•, liens nod cncumhranccs.
4. DISCLAIMERS OF WARRANTY. USE OF THE P!CTOMETR Y SOFTWARE IS AT YOUR SOLE RISK. TO THE MAXIMUM EXTENT PERMmED
BY APPLICABLE LAW, THE PICTOMETRY SOFTWARE IS PROVIDED "AS IS", WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND ,
AND PICTOMETRY HEREBY DISCLAIMS ALL WARRANT!ES WITH RESPECT TO THE PICTOMETRY SOFTWARE, WHETHER EXPRESS,
lMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND OF FITNESS FOR A
PARTICULAR PURPOSE. PICTOMETRY DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN OR PROVIDED BY THE PICTOMETRY
SOFTWARE WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE PICI'OMETRY SOFTWARE WILL BE UNINTERRUPTED OR
ERROR-FREE, OR THAT DEFECTS IN THE PROPRIETARY MATERIALS WILL BE CORRECTED .
5. LIMITATION OF LIAUILITY. lN NO EVENT WILL PICTOMETRY BE LIABLE FOR ANY INCIDENTAL, SPECIAL, INDIRECT OR
CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING , WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS , LOSS OF OAT A,
BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES ARISING OUT OF OR RELATED TO YOUR USE OR
INABILITY TO USE TilE PICTOMETR Y SOFTWARE, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT
OR OTHERWISE), EVEN IF PICTOMETRY HAS BEEN ADVISED OF TilE POSSIBILITY OF SUCH DAMAGES . IN NO EVENT WILL PICTOMETRY'S
TOTAL LIABILITY TO YOU FOR ALL DAMAGES (OTHER THAN AS MAY BE REQUIRED BY APPLICABLE LAW IN CASES INVOLVING
PERSONAL INJURY) CAUSE D BY , ARISING OUT OF OR IN ANY WAY RELATED TO THE PICTOMETRY SOFTWARE EXCEED THE AMOUNT OF
FIFTY DOLLARS ($50 .00). THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL
PURPOSE.
6. TF.RMI'IA TION. This l.icense will tcrn1i nate automatically withou t notice lrom Plctomctry if you fail to comp ly with any term of this License. Upon the
tennination of this l1ccnse, you will cease all use of the J'ictumctry 'oflware und des1roy nil copies, full or p~11inl, oft he Proprietary Materials.
7. MJSCELLANEOUS PROVISIONS.
A. Restricted Rights. Pictometry Sotlw~re acquired with United States Government funds or intended for use within or for any United States federal agency is
(lrovtdcd with "RcstnClcd R1 ghts'' a.< dcllncd 111 DI'ARS 252 227-70 I , Rights in Technical Data and Computer Software and FAR 52.227-14, Rights in
Datn-Generol, incl uth ng Altcmutc Ill. a~ n['plicuble. l'ictomctry must be notifie d in advance of any license grants to United States federal governmental
entities . The l'ict oanctry Son ware is develop<.~! for gcncrnl us" in u varac ty of applications ami is not developed or intended for use in any inherently
dangerous upplicuuons or applicauons that could lead tu pmperty damage, personal injury or death . If you use the Pictometry Software in such applications,
th en you will be rcsponsihle for t~king all appro1,, i~tc fail-safe, bllckup. red undancy , and other measures to ensure the safe use of the Pictometry Sollware in
uch applications, mcludang hut not limited to, in uny mu:l•'llr, uviuuon, mass transit , public safely or medical applications.
B. Foreign Trade Restrictions. The parties acknowledge that certain information, software technology, accompanying documentation and technical
infonna tion may be subject to United States export control laws . You will not directly or indirectly export or re-export the Pictometry Sollware in vio lation of
the Export Administration Regu lations of the U.S. Department of Commerce.
C. Go,•emlng Law. This License will be governed by and interpreted in accordance with the laws of the State of New York, excluding its conflict of laws
principles.
D. AssiRnmcnl. You may not assign this License witltuul l'ictnmetry 's prior wrme o conse nt. Any assagruncnt in violataon of this License will be null , void and
of no force and eiTect . For all purposes under this Llccnse, any mcl');e r, con•olidat ion, spin-off, acquisiti on or changc-m-co ntrol will b.: lkemcd an
o.ssagnment.
E. Partial Invalidity; Survival. If any provision of this License is held invalid or unenforceable by competent authority, that provision will be construed so as
to be limited or n.'lluced to be enlbrcea ble to the max imum extent cuanpatibh:: with the lnw os il will then appellr . The total invalidity or uncnforcca bility oftul)'
pnnacular provo~aon ofU1is Lic<!llSC will not afllxt its other fJrova~ions and I has License will be tonstrued in nil resp<.'CIS us if the invnlid orun~'llfur~'C'.ible pruvas io n
were oanitlcd. The rrovisions of thi~ l icen~ thnt by their nature \V(luld survive its tcrmanation will survave indelinttcly.
Page 7 of8 City of San Juan Capistrano, CA-Cl86183 20160919 DD-000 1-20 1603 18
..
F. Fon:e Majourc. Neither pany will be liable for any co•ts or dnmagcs due to nonperformoncc und er th is License arising o ut of any cause not within the
rc:~sonablc control t>f such party nnd without its fault t>r negligence. either pany will be li ab l<: for any del ay or failure in the rerformunce of its obligations
under this License that directly r~;ult~ from nny lhiluteofthe o the r party to pcrform1ts obllc:ttion ~ us set forth tn thB Ltccn•c.
G. Waiver. No waiver of a breach of any term of this License will be effective unless in writing and duly executed by the waiving party. No such waiver will
confili tu tc a waiver nfony subsequent brcuch of th e sumc or a ny o th er term of this L1 ccn se. o failure o n the part of a puny to c:;(Crcisc, and no delay in
exercising any of its rights hereunder will operate as o watvcr thllrcot, nor will any single or parlin! c~crctsc by n pnrty ofuny right prc~lmlc uny other or
future cx~rcisc the1·eo f or the cxcrci~e of any Other right. No coun>u of dea lin g between the pnrl ies will be deemed cffcclivt to modify, amend or discharge
any part oftltis License or the nghts or obligations of any pa rty h 1cund cr.
H. Endre Agreement; Construcdon. This License contains the entire understanding of the panics with respect to the subject maHer hereof and supersedes any
prior or contem poraneous understandings regardmg that subject rnancr. No umcndmentto or mo difi cation of this License will be binding un less in writing
and signed hy Pictomctry. Ther are 1\0 repr<:s cntations. warrunties, or obligati ons ofnny party not ex pressly contoined herein. The h~-udings in thi s Uccn~e
nrc for convcnitmcc on ly. They do not constitute o portion of this Llc<!mc und will no t be use-d in nny con~tructi n of it
(END OF SOFTWARE LICENSE AGREEMENT(
Page 8 of8 City of San Juan Capistrano, CA-C186183 20160919 DD-0001-201603 18