The Sanborn Map Company, Inc. (”Sanborn”) grants a non-exclusive, non-transferable, two year license (the “License”) to use the Oblique Analyst® Software including Browser-Based Oblique Image Viewer and any services, documentation and information you receive in connection therewith (the “Product”, “Products”, and “Sanborn Products”), in a web/cloud environment only and on the express condition that you agree to the terms and conditions of the license as set forth herein (the “Agreement”). This Agreement applies to Sanborn’s cloud-based solutions (currently designated as “Cloud” deployments). Use of the Products outside of the “Cloud” deployment requires a separate agreement with Sanborn.

1. License Granted

(a) The License granted by this Agreement provides for the following use: Permits access to the Products to use the Product on a per user license arrangement for individual users in a “Cloud” deployment.

(b) This Agreement is subject to Sanborn’s agreements with the data suppliers, as may be imposed or modified from time to time. Any data available to you under this Agreement that is provided to Sanborn by third party data suppliers is expressly conditioned on Sanborn’s agreements with such data suppliers. Sanborn shall cease delivery of such data to you upon termination of the license granted by such data suppliers to Sanborn to distribute such data.

2. No Warranties

DISCLAIMER. SANBORN MAKES NO WARRANTIES AS TO THE PRODUCTS, WHETHER EXPRESS OR IMPLIED, WRITTEN OR ORAL, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR USE OR PURPOSE. SANBORN MAKES NO WARARRANTIES AS TO THE PERFORMANCE OF THE PRODUCT. IN NO EVENT SHALL SANBORN BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, LOSS OF DATA OR LOSS OF USE DAMAGES) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE MANUFACTURE, SALE OR SUPPLY OF THE PRODUCTS WHETHER OR NOT SANBORN HAS BEEN ADVISED OF OR OTHERWISE MIGHT HAVE ANTICIPATED THE POSSIBILITY OF SUCH DAMAGES. SANBORN ALSO MAKES NO WARRANTY WHETHER EXPRESS OR IMPLIED, WRITTEN OR ORAL, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR USE OR PURPOSE REGARDING THE DATA USED BY THE PRODUCTS. SANBORN IS IS NOT THE OWNER OF THE DATA USED BY THE PRODUCTS.

3. Limitation on Liability

(a) The Products provided hereunder are obtained or derived by Sanborn from sources, in a manner that Sanborn, using commercially reasonable resources, has reason to believe are reliable. Sanborn and its suppliers shall have no liability to you, or a third party, for errors, omissions, or malfunctions in the Products, other than the obligation of Sanborn to use commercially reasonable efforts, upon receipt of notice from you, to correct a malfunction, error, or omission in any Products.

(b) You agree to indemnify Sanborn and its suppliers against, and hold Sanborn harmless from, any and all losses, damages, liability, costs, including attorney’s fees, resulting directly or indirectly from any claim or demand against Sanborn by a third party arising out of or related to the accuracy or completeness of any Products received by you, or any data, information, service, report, analysis or publication derived therefrom. Sanborn shall not be liable for any claim or demand against you by a third party.

(c) Neither party shall be liable for any delay by reason of circumstances beyond its control, including acts of civil or military authority, national emergencies, labor difficulties, fire, mechanical breakdown, flood or catastrophe, acts of God, insurrection, war, riots, or failure beyond its control of transportation or power supply.

4. Proprietary Information

You acknowledge that the data and information contained in the Products constitute copyrighted, trade secret or proprietary information of substantial value to Sanborn or its suppliers (collectively “Proprietary Information”). You shall treat Proprietary Information as proprietary and shall not divulge, nor permit any of your employees or agents to divulge, any Proprietary Information to any person or entity, except as expressly permitted under this Agreement.

5. Copyright

(a) You understand and acknowledge that the Products are a copyright of Sanborn, and you agree that you will ensure that all copies of the Products will contain appropriate copyright notices and that all notices, reproductions or advertisements of any kind will also credit Sanborn if the Products are used.

(b) All Products and advertising must, minimally, be accompanied by the following copyright and credit statements: © The Sanborn Map Company, Inc. (insert year). All Rights Reserved.

6. Limitations on Use of Products

(a) You agree to obtain access to the Products via an authentication mechanism provided by Sanborn and no other process.

(b) You agree to use the Products solely for your internal use and benefit as expressly described in Section 1.(a) above, and not for resale or other transfer or disposition to, or use by or for the benefit of, any other person or entity.

(c) The use of screen shots or other forms of copying the results of the use of the Product from the web shall include a copyrights per 5.(b) above prominently displayed in or adjacent to the digital representation of the Product.

(d) You shall not use the Products for any unlawful purpose.

(e) You are specifically prohibited from charging, or requesting donations, for the Products or any copies of results made from the Products, however made, and from charging, or requesting donations, for the use of the Products, however made, which are combined or bundled with other data or products of any kind, commercial or otherwise.

(f) You are specifically prohibited from the reverse engineering of any portion or the product. You are specifically prohibited from copying any portion of the Product, creation of any derived applications of any kind, and/or recreating any workflow contained in the Products, or any portion thereof (also, the “Products”).

(g) You are specifically prohibited from downloading, modifying, copying, transmitting, sharing, or distributing the Products in any form.

(h) You acknowledge that the Products, Support Services, and technologies licensed under this agreement are subject to all the U.S. Export Administration Regulations (or any successor regulations or supplement), and approvals required under applicable export laws and regulations, including without limitation, those of the U.S. Department of Commerce and the economic sanctions regulations and guidelines of the U.S. Department of the Treasury, Office of Foreign Assets Control. You agree to use of the Products compliant with all such export control laws and regulations, and will not export, re-export, otherwise transfer any digital goods, information, data, screen shots, derived information or technology or disclose any of the Product software or technology to any person contrary to such laws or regulations. You acknowledge that remote access to the Products may in certain circumstances be considered a re-export of such Products, and accordingly, may not be granted in contravention of U.S. export control laws and regulations.

7. Intellectual Property

Sanborn retains and will hold all ownership rights in all intellectual property embodied in the Products including without limitation all trademarks, trade names, copyrights, service marks, source code, object code, documentation or data contained in the Products, the Products themselves or any modifications of any kind thereto. Sanborn’s ownership in the Products, as set forth herein, shall also apply to any derivative works of any kind thereto which are created in violation of this Agreement. Nothing contained herein shall be deemed a transfer by Sanborn of any rights therein, nor a right to customize, modify, distribute, manage, or otherwise manipulate the Products in any way.

8. Termination

Sanborn may terminate the use of the Product by the user at any time and for any reason whatsoever. Automatic termination will occur upon the failure of a party to comply with any material provision of this Agreement. Upon the termination or expiration of this Agreement, you will immediately return or destroy all the Products.

9. Taxes & Other Charges

You may be subject to taxes or governmental fees from the use of these Products. You shall be responsible for paying any applicable (i) sales, use, excise, value-added, or any other tax or governmental charges imposed on the licensing or use of the Products granted hereunder, (ii) freight, insurance, and installation charges, and (iii) import/export duties or like charges that are not the responsibility of Sanborn.

10. General

(a) You acknowledge that use of the Products on any cloud service system constitutes acceptance of this Agreement in its entirety.

(b) This Agreement constitutes the entire understanding of the parties with respect to the Products and supersedes all prior or collateral agreements or understandings. No waiver or modification shall be valid or binding unless in writing and signed by the party to be charged thereby. You acknowledge that you have not relied on any representation by Sanborn or its employees or agents other than those incorporated herein, and further you have had the time and opportunity to obtain the advice of legal counsel concerning the terms and conditions hereof.

(c) This Agreement shall be governed by, and construed in accordance with, the laws of the State of Colorado without giving effect to any choice of law or conflict of law provision that would cause the application of the laws of any other jurisdiction other than the State of Colorado. Each of the parties agrees that any dispute relating to or arising from this Agreement or the transactions contemplated hereby shall be resolved only in the state or federal courts located in Denver, Colorado and the appellate courts having jurisdiction of appeals from such courts. Each of the parties hereby irrevocably and unconditionally (i) submits for itself and its property in any legal action relating to this Agreement or the transactions contemplated hereby, or for recognition and enforcement of any judgment in respect thereof, to the exclusive jurisdiction of the state and federal courts in Denver, Colorado and appellate courts having jurisdiction of appeals from any of the foregoing, and each of the parties hereto irrevocably and unconditionally agrees that all claims in respect of any such legal action shall be heard and determined in such courts; and (ii) consents that any such legal action may and shall be brought in such courts and waives any objection that it may now or hereafter have to the venue or jurisdiction of any such legal action in any such court or that such legal action was brought in an inconvenient court and agrees not to plead or claim the same.

(d) You may not assign this Agreement, or your rights or obligations contained herein, by operation of law, novation, change of ownership or otherwise without Sanborn’s expressed written consent. Sanborn may assign this Agreement by operation of law, novation or change of ownership without restriction or limitation.

(e) Wherever possible the provisions of this Agreement shall be interpreted in a manner to be effective and valid under applicable law, but if prohibited or invalid, such provision shall only be ineffective to the extent required by law, without invalidating (to the extent possible) the intent of or remainder of such provision or other provisions.

(f) Notices required under this Agreement, if to you, shall be sent to the address you provide to Sanborn, and if to Sanborn, shall be sent to The Sanborn Map Company, Inc., 1935 Jamboree Drive, Suite 100, Colorado Springs, CO 80920, Attention: Contracts.

(g) The provisions of this Agreement shall survive any termination or expiration of this Agreement.

(h) The parties expressly exclude from this Agreement the applications of the United Nations Convention on Contracts for the International Sale of Goods, and further exclude from this Agreement the applications of the International Sale of Goods Contracts Convention Act, S.C. 1990-1991, c. 13, and the International Sale of Goods Act, R.S.O. 1990, C.I.10, as amended.

Do you accept the terms and conditions of this Agreement? If you do not accept, you will be denied access to the software.