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o Authorized Subdivisions, (b) that Licensee will not authorize or allow any remote access to the Licensed Products and will only allow access to them through Authorized Workstations, (c) that Pictometry shall not be obligated to provide support for the Licensed Products in any manner other than as set forth in Schedule A or to revise, improve, or otherwise change the Licensed Software in any way, (d) that the Licensee is responsible for selecting Authorized Users who are qualified to operate the Licensed Software on Authorized Workstations and are familiar with the information, calculations, and reports that serve as input and output of the Licensed Software, (e) that the Licensee and its Authorized Subdivisions may not copy, download, store, publish, transmit, transfer, sell, or otherwise install or use the Licensed Software or any Images or any portion of the Images in any form or by any means, except (i) as expressly permitted by this Agreement, (ii) with Pictometry's prior written permission, or (iii) to the extent not expressly prohibited by this Agreement, as allowed under the fair use provision of the Copyright Act (17 U .S.C. § 107). Licensee agrees that it will deliver to all recipients of any Hard Copies, and to any other persons who may have access to any of the Images, all such disclaimers and other information that Pictometry may request so as to assist those persons in understanding the limitations on the accuracy of the information developed through the Licensed Products. 2.3 Pictometry's Reserved Rights. Pictometry reserves the right from time to time, in its sole discretion and without liability to Licensee, to create new versions of or modules of additional functionality for any part of the Licensed Products, which versions and modules may be acquired on a nonexclusive basis by Licensee under a separate agreement. Pictometry may, in addition, produce updates of the Licensed Products, which will be supplied without additional cost to Licensee. Pictometry may continue to sell or license the use of its software and imagery, including the Licensed Products, to such persons and entities and on such terms and conditions as Pictometry may in its sole discretion determine. LICENSE FEES 3.1 License Fees. In consideration for the License, and subject to the other terms and conditions of this Agreement, the Licensee hereby agrees to pay to Pictometry the annual and other fees described on Schedule A (altogether the "License Fees"), payment to be made as provided in Schedule A. Any tax, including sales tax is in addition to the License Fees and is the responsibility of the Licensee. The first and second annual fees shall be earned on the dates the products are delivered to the Licensee, as provided on schedule A. OBLIGATIONS OF LICENSEE 4.1 Geographic Data. Licensee agrees to provide to Pictometry any geographic data available, including digital elevation models, street centerline maps tax parcel maps, centroids, etc. that are owned by Licensee. This data will be incorporated into the Image Library licensed to the Licensee. Licensee agrees that Pictometry may distribute any data owned by Licensee with specific approval of Licensee. Page 4 of 12 0211 I0