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HomeMy WebLinkAboutContract 43655Latitude Geographics tc `=3TAV C(j18 V 11 U\ Y\6 Latitude Use Only: Cust. Name Cust. # P.O. # 4 (Q 55e- _ Latitude Geographics Group Ltd., 200 — 1117 Wharf Street, Victoria, BC Canada V8W 1 T 7 • Tel: (250) 381-8130 • Fax: (250) 381-8132 RU1AS T ER LICENSE AGREEMENT Latitude Contract Number: 2012-02-111 This Master License Agreement ("Agreement") is between the licensee printed below ("Licensee") and Latitude Geographics Group Ltd. ( LATITUDE"), the licensor of the Software, Data, Web Services and/or Documentation licensed under this Agreement. The Agreement includes (i) this signature page, (if) the General License Terms and Conditions, and (iii) the Exhibit 1 listed below. The parties acknowledge that they have read and understood this Agreement and agree to be bound by the terms and conditions hereof as applicable to each party. This Agreement constitutes the sole and entire agreement of the parties as to the subject matter set forth herein and supersedes any previous agreements, understandings, and arrangements between the parties relating to such subject matter, and any terms on Licensee's purchase order. Any modification(s) or amendment(s) to this Agreement must be in writing and signed by an authorized representative of each party. The parties hereto have caused this Agreement to be executed and effective as of the last date written below. City of Fort Worth (Licensee) C r By: P.!thort \ r B : - - y. LATITUDE GEOGRAPHICS GROUP LTD. (LATITUDW) ed Signature Authorized Signature Printed Name: Title: Date: e angi3taiRt cite" Manager (21 i -'1) 1 1 rl t Licensee Contact Information Contact: Address: Country: Telephone: Fax: E-mail: Robin Britton 1000 Throckmorton Street Fort Worth, TX 76102 USA (817) 392-8861 robin.britton(c�fortworthaov.ora Printed Name: Title: Date: Steven Mvhill-Jones Prrit f3 UlG r--.C% _ air An. e• A n t-TO • FORM 1!'!. t•� o a .ter.._ _ --- ---�-_-3' '3` 1 sist at GI. A tgou ey 's avn.x r—•---...- 7. attested b 1 Maly 1a KaysefrCatY Se�re i= r Latitude Geographics General License Terms and Conditions (L200) Exhibit 1: Scope of Use (L300) L100 11/2010 i\Bfl MAC, iRE 'IMRE Q _- 01,4©aq 9 to t ©IIFAa ECORD 111 T V oFichinTAPY Fro VMIr^3y '' Page 1 of 1 ! atitude GeographicC GEN r, AL ucENsr, TERMS AND CONDITIONS (L200 11/2010) Latitude Geographies Group Ltd., 200 — 1117 Wharf St., Victoria, BC Canada V8W 1T7 • Tel: (250) 381-8130 • Fax: (250) 381-8132 ARTICLE 1—DEFINITIONS Definitions The terms used are defined as follows: a. "Beta" means any alpha, beta, or prerelease Software, Data, Documentation, or Web Services. b. "Data", except as otherwise provided herein, means any Latitude Geographies Group Ltd. ("LATITUDE") or third -party data vendor(s) digital data set(s) including, but not limited to, geographic, vector data coordinates, raster, reports, or associated tabular attributes. c. "Documentation" means all of the printed and digital materials including, but not limited to, help files, user reference documentation, training documentation, or technical information and briefings. d. "Software" means the actual copy of all or any portion of LATITUDE_'s proprietary and sublicensed software technology, computer software code, components, dynamic link libraries (DLLs), underlying organization, object model, and programs delivered on any media, including any release provided in source, object, or executable code format(s), inclusive of backups, updates, service packs, patches, hot fixes, sample code, sample application, sample extension, or merged copies permitted hereunder. e. "Web Services" means software services or third party data components that perform GIS functions, tasks, or data services and are accessed over the Internet. ARTICLE 2 INTELLECTUAL PROPERTY RIGHTS AND RESERVATION OF OWNERSHIP LATITUDE is the owner of and/or has the right to use all intellectual property rights in the Software, Data, Web Services, and Documentation, including, without limitation, written materials, logos, names and other support materials provided pursuant to this License Agreement and prior to the execution of this License Agreement. Subject to the license expressly granted by LATITUDE herein, these Terms of Use do not transfer from LATITUDE to Licensee any interest in the Software, Data, Web Services, and Documentation, all right, title and interest in which remains solely with LATITUDE or its licensors. All provisions under this License Agreement by LATITUDE to Licensee, including, without limitation, the Software, Data, Web Services, and Documentation, are licensed and not sold. LATITUDE does not and has not transferred any ownership interests in any form or manner to the Licensee. LATITUDE and its licensors own the Software, Data, Web Services, and Documentation, which are protected by Canadian law and applicable international laws, treaties, and conventions regarding intellectual property or proprietary rights, inclusive of trade secrets. From the date of receipt, Licensee agrees to use reasonable means to protect the Software, Data, Web Services, and Documentation from unauthorized use, reproduction, distribution, or publication. LATITUDE and its Licensors reserve all rights not specifically granted in this License Agreement. LATITUDE or its third -party data licensor(s) reserve the right to improve and/or make changes in its offerings of the Web Services and its associated software, datasets, or information at any time. ARTICLE 3 GRANT OF LICENSE 3.1 Grant of License —Subject to the terms and conditions set forth in this License Agreement, LATITUDE grants to Licensee a personal, non-exclusive, nontransferable license to a. Use the type and number of copies of the Software, Data, and Documentation and access Web Services specified in the purchase or product order (i) for which the appropriate license fees have been paid to LATITUDE or its authorized distributor, (ii) for the limited purposes of the Licensee's own internal business operations only, and (iii) in accordance with any Exhibit(s), and the licensed configuration on file as authorized by LATITUDE or its authorized distributor. b. Access and use specific secure LATITUDE Web site resources made available to the Licensee for Licensee's internal use only, provided that Licensee also follows any additional terms of use specified therein. All passwords, user identifications, or other access keys that are provided by LATITUDE to Licensee to enable Licensee to access controlled information and any controlled access information provided by LATITUDE or its authorized distributor shall be treated as LATITUDE confidential information. For greater certainty, Licensee shall not allow anyone to use or have access to the Software, Data, Documentation and Web Services passwords, user identifications, or other access keys that are provided by LATITUDE or its authorized distributor to Licensee. L200 11/2010 Page 1 of 6 Such grant includes the right to use, but not to modify or copy in any manner whatsoever, the Software, Data, Documentation and Web Services, in whole or any portion thereof. Except as provided herein, this grant does not include the use of and access to the Software, Data, Documentation and Web Services, by any third party Licensee shall take all reasonable precautions to prevent third parties from using the Software, Data, Web Services, and Documentation in any way that would constitute a breach of this License Agreement, including, without limitation, such precautions as Licensee would otherwise take to protect its own proprietary software or hardware or information. 3.2 Beta License Licensee may be accepted into a current Beta Testing Program. Licensee may be provided copies of, or access to, Beta for the limited purpose of testing Beta in accordance with the Beta testing policies then in effect. Delivered Beta is confidential and proprietary to LATITUDE and contains trade secrets inclusive of unpublished specifications. Licensee agrees to retain all Beta in confidence. Except for a "public" Beta Testing Program, Licensee shall maintain results of testing, performance statistics, errors, or any other quality issues encountered in confidence and agrees not to disclose same to any third party. Beta is subject to change prior to its commercial release and may never be commercially released. Licensee acknowledges that such Beta is not suitable or licensed for full use and accepts all responsibility for use of the same and any results generated. Licensee may from time to time provide suggestions or comments regarding performance, usability or effectiveness, bug reports, test reports or other feedback (collectively, "Feedback") to LATITUDE with respect to Beta. LATITUDE retains title to such comments and may freely use, disclose, reproduce, license distribute, and otherwise commercialize any Feedback. A Beta Testing Program may have additional requirements. 3.3 Evaluation License —LATITUDE may from time to time offer a limited term license(s) for Software, Data, Web Services, and Documentation for use by the Licensee for the limited purpose of evaluation After the limited term expires, the Licensee has no rights whatsoever to use the Software Data, Web Services, and Documentation unless the Licensee makes separate arrangements in writing with LATITUDE. 3.4 Educational Use License —If Licensee has been qualified by LATITUDE or its authorized distributor to receive education pricing, Licensee agrees to use the Software Data, Web Services, and Documentation solely for educational, research, and academic purposes that are noncommercial in nature Licensee shall not use the Software, Data, Web Services, and Documentation for any administrative or profit -generating activities. 3.5 Consultant Access —Licensee may provide access to the Software, Data, Web Services, and Documentation to any consultant or contractor of the Licensee, provided that the consultant or contractor is using the Software, Data, Web Services and Documentation exclusively for the benefit of the Licensee. Licensee shall be responsible for compliance by consultants or contractors with the terms and conditions of this License Agreement. Licensee shall require consultant or contractor to discontinue use of, and access to, Software Data, Web Services, and Documentation upon completion of work for Licensee. 3.6 Fees — The Licensee shall pay to LATITUDE or its authorized distributor the license fees set out in the purchase or product order invoice or other document. ARTICLE 4—SCOPE OF USE 4.1 Permitted Uses — Subject to the terms and conditions set forth in this License Agreement: a. In accordance with Article 3, Licensee may install and store copies of Software, Data, and Documentation onto electronic storage device(s). b. Licensee may make one (1) copy of the Software, Data, and Documentation for archival purposes. Licensees may make routine computer backups. c. Licensee may customize the Software using any (i) macro or scripting language, (ii) published application programming interface (API), or (iii) source or object code libraries but only to the extent that such customization is described in the Documentation. d. Licensee may use, copy, or prepare derivative works of the Documentation supplied in a digital format and thereafter reproduce, display, and redistribute the customized documentation only for the Licensee's own internal use. The portion(s) of the Documentation supplied in digital format merged with the other software and printed or digital documentation shall continue to be subject to the terms and conditions of this License Agreement and shall provide the following copyright attribution notice acknowledging the proprietary rights of LATITUDE and its licensor(s) in the Documentation supplied in digital format: "Portions of this document include intellectual property of Latitude Geographies Group Ltd. and its licensor(s) and are used herein under license. Copyright o [Insert the actual copyright date(s) from the source materials] Latitude Geographies Group Ltd. and it's licensor(s). All rights reserved." L200 11/2010 Page 2 of 6 4.2 Uses Not Permitted a. Except as authorized herein, Licensee shall not use the Software, Data, Web Services, Documentation, passwords, user identifications and other access keys. b Except as provided herein Licensee shall not sell, rent, lease, sublicense, lend, assign, transfer, translate, export or time-share the Software, Data, Web Services or Documentation. Licensee shall not act as a service bureau or commercial Application Service Provider (ASP) that allows third -party access to the Software, Data, Web Services, and Documentation. A commercial ASP means a licensee who uses Software, Data, Web Services, and Documentation for a site or service, and operates the site or the service for a profit or generates revenue by charging for access to the site or service. c. Licensee shall not redistribute the Software to third -parties, in whole or in part, including, but not limited to, extensions components, or DLLs without prior written approval of LATITUDE as set forth in an application redistribution license agreement. d. Without affecting the generality of 4.2(c) and except as otherwise authorized in this License Agreement, Licensee shall not incorporate the Software, Data, Web Services or Documentation provided by LATITUDE or its authorized distributor in any manner whatsoever into any provision of property or service by Licensee to any person whatsoever. e. Licensee shall not copy the Software, Data, Web Services or Documentation onto any hard disk attached to the Licensee's computers in respect of which license fees have been paid f. Licensee shall not network the Software unless prior written authorization has been obtained from LATITUDE. g. Licensee shall not reverse engineer, decompile, cross -assemble, disassemble or otherwise change or reduce in any other form the Software Data, Web Services, and Documentation except to the extent that such activity is expressly permitted by applicable law notwithstanding this restriction. h. Licensee shall not remove or obscure the Licensor's copyright or trademark notices. 1. Except to the extent that applicable law prohibits this restriction, Licensee shall not make any attempt to circumvent the technological measure(s) that controls access to, or use of, the Software, Data, Web Services, and Documentation. j. Licensee shall not redistribute the Software registration number/license authorization file(s), developer license file(s) or Web Services access codes. k. Licensee shall not use the Software or Web Services to transfer or exchange any material where such transfer or exchange is prohibited by intellectual property laws or any other applicable laws. I. Licensee shall not remove or obscure LATITUDE or its licensor(s) patent, copyright, trademark, or proprietary rights notices contained in or affixed to the Software, Data, Web Services and Documentation. m. Licensee shall not unbundle individual or component parts of the Software or Data for independent use. n. Licensee shall not, to the extent within its control, use this software for purposes or actions that are in contravention of the UN Declaration of Human Rights, the Geneva Conventions of 1949, or the Geneva Protocols of 1977. ARTICLE 5—TERM AND TERMINATION The license is effective upon acceptance of this License Agreement and shall continue until (i) such time that the Licensee elects in writing to discontinue use of the Software, Data, Web Services, and Documentation and terminates the license (ii) expiration of a term license or subscription; or (iii) either party terminates the license for a material breach that is not cured within ten (10) days of written notice to the other party except that termination is immediate for a material breach of a nature that is impossible to cure. Upon termination of a license, Licensee shall (i) cease all access and use of Web Services and clear Web Services client -side data cache and (ii) uninstall, remove, and destroy all Software Data, and Documentation and any whole or partial copies, modifications, or merged portions in any form and execute and deliver evidence of such actions to LATITUDE or its authorized distributor. ARTICLE 6—LIMITED WARRANTIES AND DISCLAIMERS 6.1 Limited Warranties —For a period of ninety (90) days from the date of receipt of Software authorization or keycode file(s) by Licensee, LATITUDE warrants that (i) the unmodified Software will substantially conform to the published Documentation and (ii) the media upon which the Software, Data and Documentation is provided will be free from defects in materials and workmanship under normal use and service. 6.2 Data and Web Services Disclaimer —If included under this License Agreement, the Data and Web Services have been obtained from sources believed to be reliable, but the accuracy and completeness of the Data and Web Services are not guaranteed. The Data and Web Services may contain some nonconformities, defects, errors, or omissions. LATITUDE AND ITS LICENSOR(S) MAKE NO WARRANTY WITH RESPECT TO THE DATA AND WEB L200 11/2010 Page 3 of 6 SERVICES AND ARE PROVIDED "AS IS." Without limiting the generality of the preceding sentence, LATITUDE and its licensor(s) do not warrant that the Data and Web Services will meet Licensee s needs or expectations that the use of the Data and Web Services will be uninterrupted, or that all nonconformities can or will be corrected. LATITUDE and its licensor(s) are not inviting reliance on this Data or Web Services, and Licensee should always verify actual Data or Web Services. 6.3 Fault Tolerance a. The Licensee acknowledges that the Software, Data, Web Services, and Documentation are not fault - tolerant and are not designed manufactured, or intended for resale or use in insurance underwriting or with critical health and safety or online control equipment in hazardous environments that require fail-safe performance, such as in the operation of nuclear facilities, aircraft navigation, or communication systems, air traffic control real-time emergency response real-time terrorism prevention or response, life support, or weapons systems (Fault -Intolerant Activities"). LATITUDE SPECIFICALLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTY OF FITNESS FOR USE IN FAULT -INTOLERANT ACTIVITIES b. The Licensee is not permitted to use the Software for Fault -Intolerant Activities, and to the extent permitted by law, Licensee agrees to indemnify defend, and hold LATITUDE, its officers, directors, employees, agents, subcontractors, licensors, successors, and assigns harmless from and against any and all liability, losses, claims or damages arising out of Licensee's use or permitting the use by others of the Software Web Services and Data for Fault -Intolerant Activities. Delivery of the Software Web Services, and Data does not constitute a waiver of the rights and obligations set forth in this Article. Neither party shall be liable for special, punitive, incidental or consequential damages pursuant to this provision 6.4 Special Disclaimer —SAMPLE CODE SAMPLE APPLICATIONS SAMPLE EXTENSION HOT FIXES, EVALUATION SOFTWARE, AND BETA ARE DELIVERED AS IS' WITHOUT WARRANTY OF ANY KIND. LICENSEE ASSUMES ALL RISK AS TO THE QUALITY AND PERFORMANCE OF THE SAMPLE CODE, SAMPLE APPLICATION, SAMPLE EXTENSION, HOT FIXES, EVALUATION SOFTWARE, AND BETA 6.5 Internet Disclaimer —BOTH PARTIES EXPRESSLY ACKNOWLEDGE AND AGREE THAT THE INTERNET IS A NETWORK OF PRIVATE AND PUBLIC NETWORKS AND THAT (1) THE INTERNET IS NOT A SECURE INFRASTRUCTURE, (2) NEITHER PARTY HAS CONTROL OVER THE INTERNET, AND (3) NEITHER PARTY IS LIABLE FOR DAMAGES UNDER ANY THEORY OF LAW RELATED TO THE DISCONTINUANCE OF OPERATION OF ANY PORTION OF THE INTERNET OR POSSIBLE REGULATION OF THE INTERNET THAT MIGHT RESTRICT OR PROHIBIT THE OPERATION OF THE WEB SERVICE. 6 6 General Disclaimer —EXCEPT FOR THE ABOVE EXPRESS LIMITED WARRANTIES, LATITUDE DISCLAIMS ALL OTHER WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY OR COMPLETENESS, NONINTERFERENCE, SYSTEM INTEGRATION, AND NONINFRINGEMENT. LATITUDE DOES NOT WARRANT THAT THE SOFTWARE, DATA WEB SERVICES, OR DOCUMENTATION WILL MEET LICENSEE'S NEEDS, OR THAT LICENSEE S OPERATION OF THE SAME WILL BE UNINTERRUPTED OR ERROR FREE, OR THAT ALL NONCONFORMITIES CAN OR WILL BE CORRECTED. 6.7 Exclusive Remedy —Licensee's exclusive remedy and LATITUDE s entire liability for breach of limited warranties set forth in this Article 6 shall be limited at LATITUDE's sole discretion, to (i) replacement of any defective media; (ii) repair, correction, or a work -around for the Software; or (iii) return of the license fees paid by Licensee for the Software or Documentation that does not meet LATITUDE's Limited Warranty, provided that the Licensee uninstalls, removes, or destroys all copies of the Software or Documentation and executes and delivers evidence of such actions to LATITUDE or its authorized distributor. ARTICLE 7 LIMITATION OF LIABILITY 7.1 Disclaimer of Certain Types of Liability —EXCEPT IN THE EVENT OF GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT LATITUDE AND ITS LICENSOR(S) SHALL NOT BE LIABLE TO LICENSEE FOR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOST PROFITS; LOST SALES OR BUSINESS EXPENDITURES; INVESTMENTS COMMITMENTS IN CONNECTION WITH ANY BUSINESS; LOSS OF ANY GOODWILL OR FOR ANY INDIRECT, SPECIAL INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THIS LICENSE AGREEMENT OR USE OF THE SOFTWARE DATA, WEB SERVICES OR DOCUMENTATION, HOWEVER CAUSED, ON ANY THEORY OF LIABILITY, AND WHETHER OR NOT LATITUDE OR ITS LICENSOR(S) HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. L200 11/2010 Page 4 of 6 7.2 General Limitation of Liability —EXCEPT AS PROVIDED IN ARTICLE 7 LIMITATION OF LIABILITY AND ARTICLE 8—INFRINGEMENT INDEMNITY LATITUDE S TOTAL CUMULATIVE LIABILITY HEREUNDER, FROM ALL CAUSES OF ACTION OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, CONTRACT TORT, STRICT LIABILITY, BREACH OF WARRANTY, MISREPRESENTATION, OR OTHERWISE, SHALL NOT EXCEED THE AMOUNTS PAID TO LATITUDE BY LICENSEE FOR SOFTWARE, DATA WEB SERVICES OR DOCUMENTATION PURSUANT TO THIS LICENSE AGREEMENT 7.3 Applicability of Disclaimers and Limitations —Licensee agrees that the limitations of liability and disclaimers set forth in this License Agreement will apply regardless of whether Licensee has accepted the Software Data, Web Services or Documentation or any other product or service delivered by LATITUDE. The parties agree that LATITUDE has set its prices and entered into this License Agreement in reliance upon the disclaimers and limitations set forth herein, that the same reflect an allocation of risk between the parties (including the risk that a contract remedy may fail of its essential purpose and cause consequential loss), and that the same form an essential basis of the bargain between the parties. ARTICLE 8—INFRINGEMENT INDEMNITY 8.1 LATITUDE shall defend, indemnify, and hold harmless Licensee from and against any loss, liability, cost, or expense, including reasonable attorney's fees, which may be incurred by Licensee against any claims, actions, or demands by a third party alleging that the Software, Data, or Documentation infringes a U.S. or Canadian patent, copyright, or trademark provided a. Licensee promptly notifies LATITUDE in writing of the claim thereof; b. LATITUDE has sole control of the defense of any actions and negotiations related to the defense or settlement of any claim, and c. Licensee cooperates fully in the defense of the claim. 8.2 If LATITUDE believes that the Software, Data, or Documentation is or will become the subject of an infringement claim, or in the event that use of the Software, Data, or Documentation is enjoined, LATITUDE, at its own expense, may either (i) obtain the right for the Licensee to continue using the Software, Data, or Documentation or (ii) modify the Software Data, or Documentation to make it noninfringing while maintaining substantially similar software functionality or data/informational content. If neither of such alternatives is commercially reasonable, the infringing items shall be returned to LATITUDE, the license shall terminate, and LATITUDE s sole liability shall be to indemnify Licensee pursuant to Article 8.1 and refund license fees paid by Licensee prorated on a five (5) year, straight line depreciation basis beginning from the initial date of delivery. 8.3 LATITUDE shall have no obligation hereunder to defend Licensee or pay any resulting costs, damages, or reasonable attorney's fees for or with respect to any claims, actions, or demands alleging (i) infringement that arises by reason of combination of noninfnnging items, however acquired, with any items not supplied by LATITUDE; (ii) infringement to the extent arising from material alteration of the Software, Data, or Documentation by anyone other than LATITUDE, its agents, or its contractors; (ui) the direct or contributory infringement of any process patent by Licensee through the use of Software Data, or Documentation other than a process patent that is necessarily infringed by the internal processes executed within the Software or Data itself when the Software or Data is executed for its intended purpose; (iv) continued allegedly infringing activity by Licensee after it has been notified of the possible infringement or (v) continued allegedly infringing activity by Licensee to the extent it arises from failure of Licensee to use the updated or modified Software, Data, or Documentation provided by LATITUDE for avoiding infringement. THE FOREGOING STATES THE ENTIRE OBLIGATION OF LATITUDE WITH RESPECT TO INFRINGEMENT OR ALLEGATION OF INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. ARTICLE 9—GENERAL PROVISIONS 9.1 Future Orders —All Software, Data, Web Services, Documentation or maintenance orders placed within one (1) year of this License Agreement's execution date shall be licensed under the terms of this License Agreement, except that new Software, Data, Web Services, and Documentation commercially released during that year may require additional terms. Orders placed and Software, Data, Web Services, and Documentation or updates provided after that time shall be governed by the then -current General License Terms and Conditions and Exhibit 1, the terms of which will be indicated on LATITUDE's Web site, included with a quote, or included with the deliverable Software, Data, Web Services, or Documentation. L200 11/2010 Page 5 of 6 9.2 Export Control Regulations —Licensee expressly acknowledges and agrees that Licensee shall not export, reexport or provide the Software, Data, Web Services or Documentation, in whole or in part, to (i) with the exception of Cuba, any country to which Canada or the United States has embargoed goods; (n) any person on the U.S. Treasury Department's list of Specially Designated Nationals; (iii) any person or entity on the U.S. Commerce Department's Table of Denial Orders or (iv) any person or entity where such export, reexport, or provision violates any export control laws or regulations including amendments and supplemental additions as they may occur from time to time. Licensee shall not export the Software, Data, Web Services and/or Documentation or any underlying information or technology to any facility in violation of these or other applicable laws and warrants that it or its employees, consultants or customers who gain access to the Software, Data, Web Services or Documentation are not a national, resident, or located in or under the control of, or acting on behalf of any person, entity, or country subject to such U.S. export controls. 9.3 Taxes and Fees, Shipping Charges —Licensee is a tax exempt entity and shall not be liable for taxes under this Agreement. 9.4 No Implied Waivers —The failure of either party to enforce any provision of this • License Agreement shall not be deemed a waiver of the provisions or the right of such party thereafter to enforce that or any other provision. 9.5 Severability—If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. 9.6 Successor and Assigns —Licensee shall not copy, assign, sublicense, sublease, redistribute, or transfer Licensee's rights or the rights of a contractor or third party or delegate its obligations under this License Agreement without LATITUDE's prior written consent, and any attempt to do so without LATITUDE's prior and written consent shall be void. This License Agreement shall be binding upon the respective successors and assigns of the parties to this License Agreement. Notwithstanding, a Government contractor that has acquired the Software, Data, Web Services or Documentation under contract to the Government may assign its rights under this License Agreement to its Government customer upon written notice to LATITUDE provided the Government customer assents to the terms of this License Agreement. 9.7 Survival of Terms The provisions of Articles 2, 5, 6, 7, 8, and 9 of this License Agreement shall survive the expiration or termination of this license agreement. 9.8 Equitable Relief —Licensee agrees that any breach of this License Agreement by Licensee may cause irreparable damage and that, in the event of such a breach, in addition to any and all remedies at law, LATITUDE shall have the right to seek an injunction, or other equitable relief in any court of competent jurisdiction 9.9 U.S. Government Restricted Rights— The Software, Data, Web Services or Documentation are provided with restricted rights. The Software, Data, Web Services and Documentation are commercial computer software, commercial data, commercial Web Services, and commercial computer software documentation. This License Agreement contains LATITUDE s commercial license terms and conditions for such items. The commercial license rights in this License Agreement strictly govern Licensee's use, reproduction or disclosure of the Software, Data, Web Services and Documentation. No other license terms or conditions shall apply unless expressly agreed in writing by LATITUDE and Licensee. LATITUDE Software source code is unpublished and all rights to the Software, Data, Web Services or Documentation are reserved under international and national copyright laws. In the event any court, arbitrator, or board holds that the Licensee has greater rights to any portion of the Software, Data Web Services or Documentation under applicable public procurement law, such rights shall extend only to the portions affected. Use, duplication, or disclosure by the U.S. Government is subject to restrictions as provided in FAR 52.227- 19 (June 1987) FAR 52.227-14 (ALT III) (June 1987), DFARS 252.227-7015 (Nov 1995), or NFS 1852.227-86 (December 1987), or the local state, or foreign equivalent, as applicable. The Contractor/ Manufacturer is Latitude Geographics Group Ltd., 200-1117 Wharf Street, Victoria British Columbia Canada V8W 1T7. 9.10 Arbitration a. Except as provided in Article 9.8, any dispute arising out of or relating to this License Agreement, or the breach thereof, which cannot be settled through negotiation, shall be settled by mediation upon mutual consent under the American Arbitration Rules by one (1) mediator appointed in accordance with said Rules. The language of the arbitration shall be in English. The place of the arbitration shall be at a mutually agreed upon location. b. This License Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded Either party shall, at the request of the other, make available documents or witnesses relevant to the major aspects of the dispute. L200 11 /2010 Page 6 of 6 Latitude Geographics® EXHIBIT 1 SCOPE OF USE (L300 11/2010) Latitude Geographies Group Ltd., 200 - 1117 Wharf St., Victoria, BC, Canada V8W 1T7 • Tel: (250) 381-8130 • Fax: (250) 381-8132 The scope of use for each LATITUDE Software identified below is described in the applicable footnotes listed in parentheses. Geocortex Essentials Standard Edition (1, 2, 3, 6, 7, 8) Geocortex Essentials Starter Kit Edition (1, 4, 6, 8) Geocortex Essentials Developer Seat (1, 6) Geocortex Optimizer Standard Edition (1, 2 3, 6, 7, 8, 13) Geocortex Optimizer Starter Kit Edition (1, 4, 6, 8, 12) © Geocortex Fleet Tracker (1, 2, 3, 7, 8, 18) o Geocortex Technology Developer Network [GTDN] Subscription (5, 6, 16) Geocortex Uptime Business Edition (3, 8, 10) Geocortex Uptime Enterprise Edition (1, 2, 3, 8, 11) Geocortex Statistics Business Edition (12) Geocortex Statistics Enterprise Edition (13) Geocortex Secure Data Gateway (1, 2, 3, 6, 7, 8) Geocortex Internet Mapping Framework Business Edition (4, 6, 7, 8, 17) Geocortex Internet Mapping Framework Enterprise Edition (1, 2, 3, 6, 7, 8, 17) Geocortex Internet Mapping Framework Enterprise Edition Annual Subscription (1, 2, 3, 5, 6, 7, 8, 17) Geocortex Internet Mapping Framework Developer License (1, 2, 6, 17) n Fleet Tracker for Geocortex IMF (1, 2, 3, 7, 8, 18) 1. "Development Server License." Licensee may install and use the Software on a single computer to design and build applications that interface with or utilize server Software as described in the Documentation. 2. `Staging Server License." Licensee may use and install the Software for the following purposes; user acceptance testing, performance testing, load testing of other third -party software, staging new commercial data update, and training activities. 3. `Deployment Server License." Licensee may install and use the Software or Data to provide services to multiple users on the same or other computer(s). 4. "Single Application License." Licensee may install and use the Software or Data for one (1) web-GIS application serving multiple users on the same or other computer(s). An Application is defined as a discrete web-GIS viewer with a specific URL. 5. "Term License." Licensee may use the subscription(s), Software, Web Services and Data for a limited time period or while Licensee has available credits or transactions to use the subscription(s), Software, Web Services, and Data as described in the Documentation When the license term, subscription, credits, or transactions expire licensee must either stop using the subscription(s), Software, Web Services, and Data, or renew or extend the license upon payment of applicable fees. 6. Extensions to Software programs follow the same scope of use as that granted for the corresponding Software programs. 7. The administrative tools for the Software may be copied and redistributed throughout the Licensee's organization. 8. Redundant Software installation(s) for failover operations may be implemented during the period the primary site is nonoperational. The redundant Software installation(s) shall remain dormant except for system maintenance and updating of databases while the primary site or any other site is operational. 9. No redundant Software installation is permitted. 10 Monitoring and management of services for a single server. 11 Monitoring and management of services for multiple servers deployed from a single designated installation location. L300 11/2010 Page 1 of 2 12. Processing/analysis of data associated with one (1) web-GIS application. 13. Processing/analysis of data associated with an unlimited number of applications from a single designated installation location. 14. 'Single Use License." Licensee may permit a single authorized end user to install and use the Software, Data, and Documentation on a single computer for use by that end user on the computer on which the Software is installed. Remote access is not permitted. Licensee may permit the single end user to make a second copy for end user's exclusive use on a portable computer so long as only one (1) copy of the Software, Data, and Documentation is in use at any one time. 15. `Concurrent Use License.' Licensee may install and use the Software, Data and Documentation on computer(s) on a network, but the number of simultaneous users may not exceed the number of licenses acquired. 16. GTDN Software, Web Services and Data may only be used by up to three (3) named developers per subscription at an installation location solely for the purposes of research, development, testing, and demonstration of a prototype application. GTDN Software and Data may be installed on multiple computers for use by any named GTDN developer. 17. Use subject to additional terms and conditions described in Terms & Conditions Specific to Internet Mapping Framework (L305) 18. Licensee may deploy a single instance of the Fleet Tracker Server to update up to the number of entities designated. L300 11/2010 Page 2 of 2