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7662 - Contract Executed Docusign City Council Transmittal Coversheet File Name Purchasing Contact City Council Target Date Piggy Back Option Contract Expiration Ordinance DocuSign Envelope ID: BDD5DE9F-EB2E-41E6-A5C6-1E94B6989DEF Cori Power NCTCOG ILA for NearMap 7662IA Not Applicable JUNE 22, 2021 JUNE 22, 2026 21-1203 North Central Texas Council of Governments INTERLOCAL AGREEMENT BETWEEN THE NORTH CENTRAL TEXAS COUNCIL OF GOVERNMENTS AND CITY OF DENTON WHEREAS, the North Central Texas Council of Governments (NCTCOG) is a voluntary association of, by and for local governments and has an interest in providing information to its members to support planning, engineering, public safety, and municipal management activities; and, WHEREAS, the City of Denton (Entity), wishes to have its map-based information system include the Nearmap’s recurring and/or oblique imagery and has determined that the acquisition of this resource provides information for a multitude of uses throughout the Entity and thus serves a valid public purpose; and, WHEREAS, the Entity requires this information to accomplish this purpose and has determined that NCTCOG can provide this information; and, WHEREAS, this Agreement is authorized by Chapter 791 of the Texas Government Code; and, WHEREAS, NCTCOG and Entity are local governments as that term is defined in Section 791.003(4) of the Texas Government Code; and, WHEREAS, Section 791.025 of the Texas Government Code authorizes local governments to agree with another local government to purchase goods and services; and, WHEREAS, a local government that purchases goods and services under Section 791.025 of the Texas Government Code satisfies the requirement of the local government to seek competitive bids for the purchase of goods and services; and, WHEREAS, NCTCOG and Entity, acting by and through their respective governing bodies, adopt the foregoing premises as findings of said governing bodies. NOW, THEREFORE, the parties, Entity and NCTCOG, agree to the following terms and conditions regarding the purchase of Nearmap’s recurring and/or oblique imagery. I. LICENSE AGREEMENT The personnel specified in Appendix A will serve as points of contact for their respective organizations. NCTCOG has contracted with Nearmap to provide their product at negotiated not to-exceed rates to the North Texas region. DocuSign Envelope ID: BDD5DE9F-EB2E-41E6-A5C6-1E94B6989DEF Nearmap retains all ownership of intellectual property rights in its aerial and oblique imagery and data. Entity is purchasing a data license through NCTCOG and pursuant to the subscription terms set out in in Appendix B. Notwithstanding Section 2.3 of Appendix B, Entity is permitted to grant access to the Content under the License to its contractor(s) for the purpose of performing work for Entity, provided that the contractor(s) enter into an agreement which requires them to (a) use the Content only to the extent necessary to perform work for the Entity, and (b) immediately delete and destroy the Content in their control or possession at the completion of such work. Entity understands and agrees that it is responsible for compliance with Appendix B and its failure may result in NCTCOG disabling or revoking its data license(s) hereunder. II. OBLIGATIONS NCTCOG agrees to provide the Product(s) listed below for Entity’s use consistent with the terms herein. Upon delivery of the Product(s), NCTCOG shall invoice Entity in the amount(s) provided and Entity agrees to pay NCTCOG within thirty (30) days of receipt of invoice. City of Denton coverage area: 98 square miles Recurring Aerial Photography Amount 1-year subscription 3-year subscription 5-year subscription Recurring Aerial Photography + Obliques Amount 1-year subscription 3-year subscription 5-year subscription (annual) $8750.00 Public Facing Option Amount 1-year subscription 3-year subscription 5-year subscription Included Nearmap Project Cost (Annual) $8,750.00 Total Project Cost $43,750.00 You have agreed to the payment terms listed above and have secured the total amount with purchase order (PO) number (please enter PO number and send PO document with returned agreement). Subscription amounts will be invoiced annually. DocuSign Envelope ID: BDD5DE9F-EB2E-41E6-A5C6-1E94B6989DEF III. TERMINATION Provisions for terminating Nearmap’s aerial and/or oblique imagery subscription can be found in Appendix B. Section 6. In the event Entity terminates this Agreement early for any reason, all funds paid to NCTCOG by Entity are non-refundable, except and unless Nearmap is in breach under the Products Agreement attached under Appendix B. In the event payment obligations for Entity’s subscription exceed the amounts paid at the time of early termination, Entity shall be responsible for payment of all such amounts to NCTCOG subject to the non-appropriation clause contained herein. IV. MISCELLANEOUS Entirety of Agreement The terms and provisions of this Agreement constitute the entire agreement of the undersigned parties and in the event of a conflict between this Agreement and any attachment thereto, the terms of this Agreement shall prevail. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the state of Texas and venue shall lie exclusively in Denton County, Texas. In performing its obligations hereunder, each party shall operate and perform in accordance with all applicable state and federal laws. Severability. In the event that one or more provisions contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability of the Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein, and shall not affect the remaining provision of this Agreement, which shall remain in force and effect. Assignment. No party to this Agreement may assign or otherwise transfer any of its interest in this Agreement without the express written consent of the other party. Immunity. It is expressly understood and agreed that in the execution of this Agreement, that the parties, either individually or jointly, do not waive, nor shall they be deemed to waive, any immunity or defense that would otherwise be available to each against claims arising in the exercise of its powers or functions. Non-appropriation of Funds. Each party paying for the performance of governmental functions in this Agreement must make those payments from current revenues available to the paying party. In the event no funds or insufficient funds are appropriated by the Entity in any fiscal period for any payments due hereunder, Entity will notify NCTCOG of such occurrence and this Agreement shall terminate on the last day of the fiscal period for which appropriations were received without penalty or expense to the Entity of any kind whatsoever, except as to the portions of the payments herein agreed upon for which funds shall have been appropriated. Force Majeure. The Entity and NCTCOG shall exercise their best efforts to meet their respective duties and obligations as set forth in this Agreement, but shall not be held liable for any delay or omission in performance due to force majeure or other causes beyond their reasonable control. (force majeure), including, but not limited to, compliance with any government law, ordinance or DocuSign Envelope ID: BDD5DE9F-EB2E-41E6-A5C6-1E94B6989DEF regulation, acts of God, acts of the public enemy, fires, strikes, lockouts, natural disasters, wars, riots, material or labor restrictions by any governmental authority, transportation problems and/or any other similar causes. Certification. The undersigned are properly authorized to execute this Agreement on behalf of the parties. and each party certifies to the other that any necessary resolutions extending such authority have been fully passed and are now in full force and effect. IN WITNESS WHEREOF, the parties have executed this Agreement on the dates indicated below. NORTH CENTRAL TEXAS COUNCIL OF GOVERNMENTS ________________________________________________ Mike Eastland Date Executive Director 616 Six Flags Drive, Suite 200 Arlington, Texas 76011 CITY OF DENTON Signature Date Name: Ti tle: St reet Address: Ci ty, State, Zip: BY: _______________________________ APPROVED AS TO LEGAL FORM: DocuSign Envelope ID: BDD5DE9F-EB2E-41E6-A5C6-1E94B6989DEF Denton, TX 76201 215 E McKinney St 5/27/2021 Chief Technology Officer CATHERINE CLIFTON, INTERIM CITY ATTORNEY SARA HENSLEY, INTERIM CITY MANAGER Sara Hensley 6/23/2021 City Secretary APPENDIX A NORTH CENTRAL TEXAS COUNCIL OF GOVERNMENTS MAIN CONTACT ADDITIONAL CONTACT Name: Shelley Broyles Donna Coggeshall Title: GIS Project Coordinator Research Manager Department Research and Information Services Research and Information Services Organization: NCTCOG NCTCOG Street Address: 616 Six Flags Drive, Suite 200 616 Six Flags Drive, Suite 200 City, State, Zip Arlington, Texas 76011 Arlington, Texas 76011 Phone/Fax: (817) 695-9156 (817) 640-4428 (817) 695-9168 (817) 640-4428 E-mail: sbroyles@nctcog.org dcoggeshall@nctcog.org DocuSign Envelope ID: BDD5DE9F-EB2E-41E6-A5C6-1E94B6989DEF Appendix B 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. Recitals PRODUCTS AGREEMENT A. Nearmap is a provider of aerial photography and associated products and services. B. Intentionally Deleted. . Definitions of capitalized words are set 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 Intentionally Deleted. 1.3 Renewal Intentionally Deleted.. 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 source 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, Nearmap’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 Term 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, if a 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 party 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 available 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 No machine learning The Licensee must not conduct machine learning work 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); (b) outputs of machine learning models; (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 (d) 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 access to the Products under this Agreement for the purposes of creating a database of imageries for resale, distribution, sub-license or other commercial 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 Restriction 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 Website 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 Website (except as necessary to use the Products); (c) do anything to damage, interfere or disrupt access to the Website or do anything which might impair its functionality; (d) use the Website in any way to send unsolicited email (commercial or otherwise) or any other material for marketing or publicity purposes; (e) publish, post, distribute, 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; (i) obtain or attempt to obtain unauthorized access, through whatever means, to the Website; (j) use the Website 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 (l) 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 Products, 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 password/ID 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 password/ID; (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 Page 5 of 9 DocuSign Envelope ID: BDD5DE9F-EB2E-41E6-A5C6-1E94B6989DEF Page 6 of 9 Nearmap US, Inc. (e) exercise any other right available to Nearmap under the terms of this Agreement or at law. 3.2 Downtime Nearmap will use reasonable efforts to ensure that the Website 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 uptime of the Website. 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 of the 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 take 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. 3.5 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 Nearmap Fees in place at the time of the original license grant, (b) recover the reasonable cost of the audit if additional Fees exceed five (5) 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 are 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 Refund of Fees If the Licensee is not in breach of the Agreement, and Nearmap elects to terminate the Agreement under section 6.3, Nearmap will refund the Licensee any pre-paid 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 or indirect 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 so 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 writing. 5. THE LICENSEE’S WARRANTIES 5.1 Warranty The Licensee warrants that: (a) any information the Licensee supplies to Nearmap in respect of the 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: (i) License; (ii) Products; and (iii) Website. 6. TERMINATION AND 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 party 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 filed 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 1.5, 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 Website, 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 Website, 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 that Nearmap grants the Licensee a royalty free, limited non-exclusive, non- transferrable, non-sublicensable license to reproduce and display Nearmap 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 otherwise 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. 8. 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, Nearmap’s 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 8 links to the terms and conditions of these Third Party Providers with which the Licensee is required to comply. The Licensee further acknowledges, subject to all limitations and without waiving any rights, privileges, or immunity provided by the laws of the state of Texas, that by entering into the Agreement, the Licensee is deemed to accept the respective terms and conditions 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 time to time during the Term of the Agreement. (a) Google Nearmap engages Google to supply navigation and geo-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. https://www.google.com/enterprise/earthmaps/legal/us/maps_purchase_agreem ent_apac.html; (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/agreement/) as it DocuSign Envelope ID: BDD5DE9F-EB2E-41E6-A5C6-1E94B6989DEF Page 7 of 9 Nearmap US, Inc. applies to the Licensee. Use of the Products is also subject to the Licensee’s compliance with the following AWS policies: (i) Privacy Policy (http://aws.amazon.com/privacy/) (ii) Acceptable Use Policy (http://aws.amazon.com/aup/) (iii) Terms of Use (http://aws.amazon.com/terms/) (iv) Service Terms (http://aws.amazon.com/serviceterms/) (v) Trademark Guidelines (http://aws.amazon.com/trademark-guidelines/) (c) NASA/NCAS By entering into the Agreement, the Licensee agrees to the following NASA/NCAS terms and conditions: (https://www.nearmap.com/us/en/legal/copyright). 9. 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 OF ANY 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 relies 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 the laws of the State of Texas and without waiving any applicable immunity the Licensee agrees to indemnify Nearmap and its directors, officers, employees, agents, mandataries and subcontractors, from and against any and all direct or indirect 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 of this 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. 9.9 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 10.1 Subject to section 9, if any third party brings a Claim against the Licensee alleging that the Licensee’s use of the Products in accordance with this License infringes their copyright (“Infringement Claim”), Nearmap will defend the Licensee against the Claim and pay any settlement to which Nearmap 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 prior written 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 of the Product in violation of this Agreement; (ii) modification of the Product by anyone other than Nearmap or a party authorized by Nearmap in writing to modify the portion of the Product applicable to the Infringement Claim; or (iii) third-party products, services, hardware, software or other materials, or a 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 set out in Nearmap’s Privacy Policy, as amended from time to time, and currently available at https://www.nearmap.com/us/en/legal/privacy-policy. 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 emails 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 If a 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 of an act of war, terrorism, hurricane, earthquake, other act of God 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 party will 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 Force 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) (Intentionally deleted) (b) take all reasonable steps to overcome the effects of the Force Majeure Event; and (c) resume compliance as soon as practicable after the Force Majeure Event no longer affects it. 13. CONFIDENTIALITY 13.1 Subject to the laws of the State of Texas, 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 would protect its own confidential or proprietary information of similar nature and with no less than reasonable care. DocuSign Envelope ID: BDD5DE9F-EB2E-41E6-A5C6-1E94B6989DEF Page 8 of 9 Nearmap US, Inc. 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 required and all fees prepaid); or (d) sent by email with confirmation of transmission. Notices must be sent to the Licensee at the address set forth in the Quote (or if none is specified, the address to which Nearmap sends invoices) and for Nearmap to 10897 South River Front Parkway, Suite 150 South Jordan, UT 84095, USA, or at another address as a party may designate in writing. 15. TECHNOLOGY EXPORT 15.1 The Licensee shall not: (a) permit any third party to access or use the Product in violation of any U.S. or Canadian law or regulation; or (b) export any software provided by Nearmap or otherwise remove it from the United States or Canada except in compliance with all applicable U.S. and Canadian laws and regulations. Without limiting the generality of the foregoing, the Licensee shall not permit any third party to access or use the Product in, or export such software to, a country subject to a United States embargo (as of the Effective Date, Cuba, Iran, North Korea, Sudan, and Syria) or a Canadian embargo. 16. NEARMAP NOW 16.1 Survey During the Term, the Licensee may request a survey of an area which is not covered (in its entirety or in part) by the Coverage Area (“Survey”). The Licensee must provide a detailed description of the area that is to be covered by the Survey and which is to be included in the Survey Specification. Upon receipt of such a request in writing, Nearmap may, in its absolute discretion, agree to provide the Survey to the Licensee for a Survey Fee. 16.2 Delivery of Survey Subject to sections 12 and 16.1, Nearmap will deliver the Survey to the Licensee by uploading the Survey to the Website within 6 months of the date on which Nearmap receives payment of the Survey Fee in full from the Licensee. Nearmap will notify the Licensee in writing once the Survey has been uploaded to the Website. 16.3 Availability to other Nearmap customers Nearmap may, at its absolute discretion, allow other customers of Nearmap to access the Survey on the Website. 16.4 Refund of Survey Fee If the Licensee is not in breach of the Agreement and Nearmap elects to terminate the Agreement under section 6.3 prior to delivery of the Survey, Nearmap will refund the Survey Fee to the Licensee. 16.5 Other Products This Section 16 will not be applicable to the Licensee if the License has not purchased a Survey. 17. MISCELLANEOUS TERMS 17.1 Intentionally Deleted. . 17.2 Additional Terms and Conditions The Additional Terms and Conditions form part of, and should be read in conjunction with, this Agreement. (a) Intentionally Deleted. 17.3 Independent Contractors The parties are independent contractors and will so represent themselves in all regards. Neither party is the agent of the other, and neither may make commitments on the other’s behalf. The parties agree that neither party’s employee or contractor is an employee of the other party. 17.4 Construction The parties agree that the terms of this Agreement result from negotiations between them. This Agreement will not be construed in favor of or against either party by reason for authorship. 17.5 Waiver Neither party will be deemed to have waived any of its rights under this Agreement by lapse of time or by any statement or representation other than by an authorized representative in an explicit written waiver. No waiver of a breach of this Agreement will constitute a waiver of any other breach of this Agreement. 17.6 Severability If one or more of the terms of the Agreement are found to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining terms will not be affected. 17.7 Amendments Other than as expressly specified in this Agreement, this Agreement may only be varied with the written consent of Nearmap and the Licensee. 17.8 Assignment This Agreement shall not be assigned by either party without the prior written consent of the other party which shall not be unreasonably withheld; provided, however, that Nearmap may, upon written notice to the Licensee, assign all of its rights under this Agreement to (i) a parent, subsidiary or Affiliate of Nearmap, (ii) a purchaser of all or substantially all assets related to this Agreement, or (iii) a third party participating in a merger, acquisition, sale of assets or other corporate reorganization in which Nearmap is participating. Any attempt to assign this Agreement in violation of this provision shall be void and of no effect. This Agreement shall bind and inure to the benefit of the parties and their respective successors and permitted assigns. 17.9 Entire Agreement This Agreement: (a) comprises the entire agreement and understanding between the parties on everything connected with the subject matter of this Agreement; and (b) supersedes any prior agreement or understanding on anything connected with that subject matter. 17.10 Counterparts This Agreement may consist of a number of counterparts and if so the counterparts taken together constitute one and the same instrument. This Agreement is not binding on any party unless one or more counterparts have been duly executed by, or on behalf of, Nearmap and the Licensee. 17.11 Language The parties have expressly agreed that this Agreement and all ancillary agreements, documents or notices relating thereto be drafted solely in the English language. Les parties aux présentes ont expressément convenu que ce accord et toute autre convention, document ou avis y afférent soient rédigés en anglais seulement. 17.12 Governing Law This Agreement will be governed by and construed in accordance with the laws of the State where the Licensee is carrying on business applicable to agreements made and to be entirely performed within that state, without resort to its conflict of law provisions. 18. DEFINITIONS In this Agreement: Additional Terms and Conditions means the additional terms and conditions (if any) set out in the Quote. Affiliate means, with respect to Nearmap, any entity that controls or is controlled by Nearmap, or is under common control with Nearmap. For purposes of this definition, an entity shall be deemed to control another entity if it owns or controls, directly or indirectly, at least fifty per cent (50%) of the voting equity of another entity (or other comparable interest for an entity other than a corporation). Allowance means any usage allowance the Licensee is permitted to use and/or drawn down against for any Licensed Non-Government Products as specified the Quote. API means application programming interface. Authorized User means the number of persons specified in the “Seats” section of the Quote, who have been granted access to the Product by the Licensee pursuant to the term and conditions of this Agreement and who either has been assigned a unique Nearmap user login credential or whom the Licensee has assigned a user login credential that enables access to the Product. Business Days means any day other than a Saturday, a Sunday or a recognised public holiday in Utah, USA. Claim means any claim, cost (including legal costs on a solicitor and client basis), damages, debt, expense, tax, liability, loss, obligation, allegation, suit, action, demand, cause of action, proceeding or judgment of any kind however calculated or caused, and whether direct or indirect, consequential, incidental or economic. Commencement Date means (a) for New Subscription Quotes, the date as specified in the “Contract Commencement” section or the “Subscription Start Date” section of the Quote, whichever is later, or (b) for Renewal Quotes or Amendment Quotes, the date as specified in the “Subscription Start Date” section of the Quote. Commercial Purpose means to distribute, transfer, sell, sub-license or pass possession of any Products (in whole or in part) for the purpose of direct commercial benefit or gain by the Licensee. Confidential Information means, subject to the laws of the state of Texas, the terms of this Agreement, the pricing, and any other information relating to the business, finances, strategy, methods, processes, products, metadata, services or other affairs of Nearmap or its representatives or related bodies corporate which is disclosed to, learnt by or accessed by the Licensee in connection with the Agreement, whether before or after the Licensee entered into the Agreement, whether orally, electronically, in writing or otherwise, but excludes information which: (a) is or becomes part of the public domain otherwise than as a consequence of a breach of the Agreement; (b) the Licensee has obtained from a source other than Nearmap which source is entitled to disclose it; or (c) the Licensee has developed or acquired independently before the date of the Agreement, and can provide reasonable proof. Content means any content made available by or on behalf of Nearmap to the Licensee in connection with the License, whether or not through the Website or an API. Coverage Area means the area specified in the “Coverage” section of the Quote for which Nearmap has available Products, which may cover part or all of that area and which may cover part (but not all) of the area covered by the Survey. Derivative Work means any new work created by or for the Licensee that incorporates, embeds or includes all or part of a Nearmap Product or Content. Fair Use Policy means the policy attached under Schedule 2 to this Products Agreement. Fault means any fault, failure, error or defect which prevents the Licensee from accessing the Products, other than where access is prevented due to a planned outage, because of an unforeseeable event beyond Nearmap’s reasonable control or any conduct or activity undertaken by the Licensee, the Licensee’s employees or agents or mandataries. Fees means the fees specified in the Quote payable by the Licensee for the License, or as otherwise agreed in writing between Nearmap and the Licensee. Government Products means any Products specified in the Quote that are described as “Nearmap Vertical for Government” and “Nearmap Oblique for Government” and includes any other Products offered by Nearmap for government customers only where use of its License is connected to the Fair Use policy. Intellectual Property Rights includes all industrial and intellectual property rights throughout the world including copyright, moral rights, trademarks, patents, rights to protect confidential information and any other similar rights. Late Payment Fee means a fee, as notified by Nearmap to the Licensee, corresponding to the costs incurred by Nearmap (including, without limitation, administrative and other costs) in recovering any payment not made by the Licensee on the due or scheduled date for payment. Late fees incur interest at the rate of 1.5% per month (being 18% per year). DocuSign Envelope ID: BDD5DE9F-EB2E-41E6-A5C6-1E94B6989DEF Page 9 of 9 Nearmap US, Inc. License means the license granted in section 1.1. Licensee means the person or entity specified in the “Customer Name” section of the Quote. Nearmap means Nearmap US, Inc. Non-Government Products means all Products specified in the Quote that do not fall under the definition of Government Products. Operational Hours means 9am to 5pm PT. 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 at here. 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; (c) 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 available 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, currently located here. 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 titled "New 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 “Subscription 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 stated on the Quote, “Term” means the Subscription Period. Third Party Providers means third party 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 deceptive conduct. Website means all pages and sub-sites available within the nearmap.com domain. DocuSign Envelope ID: BDD5DE9F-EB2E-41E6-A5C6-1E94B6989DEF Page 10 of 9 Nearmap US, Inc. Schedule 1 to Appendix 2 Additional Terms and Conditions 1. The below Terms and Conditions shall take precedence over the Products Agreement and shall incorporate all amendments. 2. 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. 3. Recital B of this Products Agreement is deleted in its entirety and replaced with the following: “B. Nearmap agrees to supply the Licensee with the Products described in the Quote, subject to the terms of this Products Agreement and any Schedules and terms attached thereto or referenced therein, the Quote, and the Interlocal Agreement, which together constitute the legal agreement between the Licensee and Nearmap (the “Agreement”).” 4. Section 1.2 of this Products Agreement is deleted in its entirety and replaced with the following: “The Products available under this License are only to be used by Authorized Users in accordance with the Agreement.” 5. Section 1.3 is deleted in its entirety and replaced with: “This Agreement will not automatically renew for another Term. The parties may renew the Agreement for successive periods of twelve (12) month each subject to a mutual written agreement between both parties.” 6. Section 8.1 of this Products Agreement is amended to insert after the words “The Licensee further acknowledges,” and before the words “that be entering into the Agreement,” the words: “subject to all limitations and without waiving any rights, privileges, or immunity provided by the laws of the state of Texas that do not conflict with the terms of this Agreement” 7. Section 13.1 of this Products Agreement is amended to insert at the beginning of the section the words: “Subject to the laws of the State of Texas,” 8. Section 12.2 (a) of this Products Agreement is deleted in its entirety and replaced with the following: “Promptly (when reasonably possible to do so) give the other party written notice of the Force Majeure Event within no later than five (5) Business Days, and an estimate of the non-performance and delay;” 9. Section 17.1 of this Products Agreement is deleted in its entirety and replaced with the following: “Subject to prior written consent of the Licensee and compliance with the Licensee's standard trademark usage guidelines as provided from time to time, Nearmap is granted the right to use Licensee’s name and logo to identify as a Nearmap customer for marketing or promotional purposes in public or private communications with Nearmap's existing or potential customers.” 10. Section 17.3 of this Products Agreement is deleted in its entirety and replaced with the following: “Precedence of Documents This Agreement is comprised of: (a) the Schedules to this Products Agreement; (b) the Interlocal Agreement; (c) the Quote; and (d) this Products Agreement. If there is any ambiguity or inconsistency between the documents comprising the Agreement, the document appearing higher in the list will have precedence 11. The definition of “Confidential Information” under section 18 is amended to insert the following after the words “Confidential Information means” and before the words “the terms of this Agreement” the words: “subject to the laws of the state of Texas,” 12. The definition of Fair Use Policy” under section 18 is deleted in its entirety and replaced with the following: “Fair Use Policy means the policy attached under Schedule 2 to this Products Agreement.” DocuSign Envelope ID: BDD5DE9F-EB2E-41E6-A5C6-1E94B6989DEF Page 11 of 9 Nearmap US, Inc. Schedule 2 to Appendix 2 FAIR USE POLICY General 1. It is important to Nearmap that all customers are able to access the Products and Services. Accordingly, we have devised a Fair Use Policy 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 clause 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 that term in clause 5 of this Fair Use Policy. 3. We reserve the right to vary the terms of this Fair Use Policy from time to time. 4. This Fair Use Policy is in addition to Your Nearmap 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. It is unreasonable use of the Products and Services where Your use is reasonably considered by Nearmap to 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 other things, “fraudulent use” includes resupply of the Products and Services without Nearmap’s consent so that someone else may access or use 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; and/or 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 exercise any other right available to Nearmap under the terms of Your Nearmap Agreement. DocuSign Envelope ID: BDD5DE9F-EB2E-41E6-A5C6-1E94B6989DEF Certificate Of Completion Envelope Id: BDD5DE9FEB2E41E6A5C61E94B6989DEF Status: Completed Subject: Please DocuSign: City Council Contract 7662 - NCTCOG ILA for Nearmap Source Envelope: Document Pages: 13 Signatures: 5 Envelope Originator: Certificate Pages: 6 Initials: 1 Cori Power AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-06:00) Central Time (US & Canada) 901B Texas Street Denton, TX 76209 cori.power@cityofdenton.com IP Address: 198.49.140.104 Record Tracking Status: Original 5/24/2021 1:50:06 PM Holder: Cori Power cori.power@cityofdenton.com Location: DocuSign Signer Events Signature Timestamp Cori Power cori.power@cityofdenton.com Senior Buyer City of Denton Security Level: Email, Account Authentication (None) Completed Using IP Address: 198.49.140.10 Sent: 5/25/2021 6:13:05 PM Viewed: 5/25/2021 6:13:21 PM Signed: 5/25/2021 6:16:48 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Lori Hewell lori.hewell@cityofdenton.com Purchasing Manager City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.104 Sent: 5/25/2021 6:16:49 PM Viewed: 5/26/2021 8:16:36 AM Signed: 5/26/2021 8:19:15 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Marcella Lunn marcella.lunn@cityofdenton.com Deputy City Attorney City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.104 Sent: 5/26/2021 8:19:19 AM Viewed: 5/26/2021 1:03:12 PM Signed: 5/26/2021 1:13:43 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Mike Eastland jwatson@nctcog.org Accounts Payable Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 208.87.239.180 Sent: 5/27/2021 2:03:21 PM Viewed: 5/27/2021 2:14:14 PM Signed: 5/27/2021 2:37:47 PM Electronic Record and Signature Disclosure: Accepted: 5/27/2021 2:14:14 PM ID: 9f928e28-ac13-4f23-a713-c25503011236 Signer Events Signature Timestamp Leisha Meine Leisha.Meine@cityofdenton.com Chief Technology Officer City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 76.185.7.136 Signed using mobile Sent: 5/27/2021 2:37:49 PM Resent: 6/2/2021 12:01:46 PM Viewed: 6/2/2021 6:06:06 PM Signed: 6/2/2021 6:06:32 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Cheyenne Defee cheyenne.defee@cityofdenton.com Contract Administrator City of Denton Security Level: Email, Account Authentication (None) Completed Using IP Address: 198.49.140.10 Sent: 6/2/2021 6:06:34 PM Viewed: 6/23/2021 8:46:46 AM Signed: 6/23/2021 8:47:54 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Sara Hensley sara.hensley@cityofdenton.com Interim City Manager City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Sent: 6/23/2021 8:47:56 AM Viewed: 6/23/2021 8:57:19 AM Signed: 6/23/2021 8:57:42 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Rosa Rios rosa.rios@cityofdenton.com City Secretary Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Sent: 6/23/2021 8:57:44 AM Viewed: 6/23/2021 10:38:54 AM Signed: 6/23/2021 10:39:21 AM Electronic Record and Signature Disclosure: Accepted: 6/23/2021 10:38:54 AM ID: 40b80b9d-23b0-49d1-a9b5-1e8cd1eb7908 In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Cheyenne Defee cheyenne.defee@cityofdenton.com Contract Administrator City of Denton Security Level: Email, Account Authentication (None) Sent: 5/25/2021 6:16:50 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Carbon Copy Events Status Timestamp Shelley Broyles SBroyles@nctcog.org Security Level: Email, Account Authentication (None) Sent: 5/27/2021 2:03:22 PM Viewed: 5/27/2021 2:04:07 PM Electronic Record and Signature Disclosure: Accepted: 5/26/2021 1:15:18 PM ID: 70935197-5ebd-4117-b52b-dc5a5c5dee35 Gretna Jones gretna.jones@cityofdenton.com Legal Secretary City of Denton Security Level: Email, Account Authentication (None) Sent: 6/2/2021 6:06:34 PM Viewed: 6/3/2021 8:30:29 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign City Secretary Office citysecretary@cityofdenton.com Security Level: Email, Account Authentication (None) Sent: 6/23/2021 10:39:24 AM Viewed: 6/23/2021 11:04:27 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign John Smith John.Smith@cityofdenton.com Security Level: Email, Account Authentication (None) Sent: 6/23/2021 10:39:26 AM Viewed: 6/23/2021 11:01:00 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Cheyenne Defee cheyenne.defee@cityofdenton.com Contract Administrator City of Denton Security Level: Email, Account Authentication (None) Sent: 6/23/2021 10:39:28 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Lisa Collaud Lisa.Collaud@cityofdenton.com City of Denton Security Level: Email, Account Authentication (None) Sent: 6/23/2021 10:39:30 AM Viewed: 6/23/2021 1:35:37 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 5/25/2021 6:13:05 PM Certified Delivered Security Checked 6/23/2021 10:38:54 AM Signing Complete Security Checked 6/23/2021 10:39:21 AM Completed Security Checked 6/23/2021 10:39:30 AM Payment Events Status Timestamps Electronic Record and Signature Disclosure ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Denton (we, us or Company) may be required by law to provide to you certain written notices or disclosures. Described below are the terms and conditions for providing to you such notices and disclosures electronically through your DocuSign, Inc. (DocuSign) Express user account. Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to these terms and conditions, please confirm your agreement by clicking the 'I agree' button at the bottom of this document. Getting paper copies At any time, you may request from us a paper copy of any record provided or made available electronically to you by us. For such copies, as long as you are an authorized user of the DocuSign system you will have the ability to download and print any documents we send to you through your DocuSign user account for a limited period of time (usually 30 days) after such documents are first sent to you. After such time, if you wish for us to send you paper copies of any such documents from our office to you, you will be charged a $0.00 per-page fee. You may request delivery of such paper copies from us by following the procedure described below. Withdrawing your consent If you decide to receive notices and disclosures from us electronically, you may at any time change your mind and tell us that thereafter you want to receive required notices and disclosures only in paper format. How you must inform us of your decision to receive future notices and disclosure in paper format and withdraw your consent to receive notices and disclosures electronically is described below. Consequences of changing your mind If you elect to receive required notices and disclosures only in paper format, it will slow the speed at which we can complete certain steps in transactions with you and delivering services to you because we will need first to send the required notices or disclosures to you in paper format, and then wait until we receive back from you your acknowledgment of your receipt of such paper notices or disclosures. To indicate to us that you are changing your mind, you must withdraw your consent using the DocuSign 'Withdraw Consent' form on the signing page of your DocuSign account. This will indicate to us that you have withdrawn your consent to receive required notices and disclosures electronically from us and you will no longer be able to use your DocuSign Express user account to receive required notices and consents electronically from us or to sign electronically documents from us. All notices and disclosures will be sent to you electronically Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through your DocuSign user account all required notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process, please let us know as described below. Please also see the paragraph immediately above that describes the consequences of your electing not to receive delivery of the notices and disclosures electronically from us. Electronic Record and Signature Disclosure created on: 7/21/2017 3:59:03 PM Parties agreed to: Mike Eastland, Rosa Rios, Shelley Broyles How to contact City of Denton: You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows: To contact us by email send messages to: purchasing@cityofdenton.com To advise City of Denton of your new e-mail address To let us know of a change in your e-mail address where we should send notices and disclosures electronically to you, you must send an email message to us at melissa.kraft@cityofdenton.com and in the body of such request you must state: your previous e-mail address, your new e-mail address. We do not require any other information from you to change your email address.. In addition, you must notify DocuSign, Inc to arrange for your new email address to be reflected in your DocuSign account by following the process for changing e-mail in DocuSign. To request paper copies from City of Denton To request delivery from us of paper copies of the notices and disclosures previously provided by us to you electronically, you must send us an e-mail to purchasing@cityofdenton.com and in the body of such request you must state your e-mail address, full name, US Postal address, and telephone number. We will bill you for any fees at that time, if any. To withdraw your consent with City of Denton To inform us that you no longer want to receive future notices and disclosures in electronic format you may: i. decline to sign a document from within your DocuSign account, and on the subsequent page, select the check-box indicating you wish to withdraw your consent, or you may; ii. send us an e-mail to purchasing@cityofdenton.com and in the body of such request you must state your e-mail, full name, IS Postal Address, telephone number, and account number. We do not need any other information from you to withdraw consent.. The consequences of your withdrawing consent for online documents will be that transactions may take a longer time to process.. Required hardware and software Operating Systems: Windows2000? or WindowsXP? Browsers (for SENDERS): Internet Explorer 6.0? or above Browsers (for SIGNERS): Internet Explorer 6.0?, Mozilla FireFox 1.0, NetScape 7.2 (or above) Email: Access to a valid email account Screen Resolution: 800 x 600 minimum Enabled Security Settings: •Allow per session cookies •Users accessing the internet behind a Proxy Server must enable HTTP 1.1 settings via proxy connection ** These minimum requirements are subject to change. If these requirements change, we will provide you with an email message at the email address we have on file for you at that time providing you with the revised hardware and software requirements, at which time you will have the right to withdraw your consent. Acknowledging your access and consent to receive materials electronically To confirm to us that you can access this information electronically, which will be similar to other electronic notices and disclosures that we will provide to you, please verify that you were able to read this electronic disclosure and that you also were able to print on paper or electronically save this page for your future reference and access or that you were able to e-mail this disclosure and consent to an address where you will be able to print on paper or save it for your future reference and access. Further, if you consent to receiving notices and disclosures exclusively in electronic format on the terms and conditions described above, please let us know by clicking the 'I agree' button below. By checking the 'I Agree' box, I confirm that: • I can access and read this Electronic CONSENT TO ELECTRONIC RECEIPT OF ELECTRONIC RECORD AND SIGNATURE DISCLOSURES document; and • I can print on paper the disclosure or save or send the disclosure to a place where I can print it, for future reference and access; and • Until or unless I notify City of Denton as described above, I consent to receive from exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to me by City of Denton during the course of my relationship with you.