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<br />GOVERNMENT LICENSE AGREEMENT
<br />
<br />I"y executing the Government License Agreement ("the Agreement"), GeographIc
<br />pata TechnJ>logy, InL ("GDT") and the customer named therein ("Licensee") agree
<br />to the following terms:
<br />
<br />I. Grant of License GOT heleby grants to Licensee and Licensee hereby ac<oepts
<br />a license ("License") for
<br />
<br />(a) a non.transferable. nOI}-exclnsive, perpetual hccnsc to use, for its Own ¡memal
<br />purposes Ihe Product(s) for Ihe number of users as described on page I of this
<br />Government Liœnse Agreement. A use!' is defined as anyone or any device
<br />having access to the data. even if only for occasional use.
<br />
<br />(b) a non.perpetUallntemet license for use of the Product. Imernet usage of data is
<br />permitted for "Web Locator" applications, where the gene.ral public mayenler a
<br />smgJe address in order /0 locate themselves, or the nearest object of interest,
<br />Within these applications. data and any derived resuhs may be published as
<br />bitmaps with the appropl'iate copyright information. Users of Licensee's website
<br />will have rhe abiliry ro enter a single address, or telephone number 10 locale
<br />Licensee's customer's service or busllless locahons. GOT's ]ahtude and
<br />longitude coordinates, address range, ZIP+4 and Census aUribute data shall be
<br />prolected and shall nol be eXlractable. No OIher producl generated from the
<br />Ptoduct shall be disclosed, licensed or sold. in whole or in pari. to any third
<br />pany, without GOT's eÄpress wrinen permission,
<br />
<br />2. J.imitalions to UCCIISC Licensee is granted a license to use the Proouct(s)
<br />provided, or any derivation thereof, solely in its Internet-based products and services
<br />alld for the inlernal purp= of the Llcen.see at !he .sile identified above. Oilier (hen
<br />as granted above, no part of the Product(s), or any derivation thereof, shall be
<br />disclosed to tbm:! pa'1ies, used for the bencfit of Ihird pal11CS or used in an Internet,
<br />Automatic Vehicle I.ocmion (A Vl) or Location-Based Services applieation. other
<br />than is specificaJ!y set forlh in this Agrecment Emher, the use ofProouct(s) or their
<br />derlva!ives is strictly prohibited i/J all Oll.board Navigation System. For the purposes
<br />of this Agreement, an "On-board Navigation System" indudes one or more of the
<br />following components installed in or on a vehicle: (a) a storage medi\1ln to store at
<br />least II portion of the Proouct(s) or a certain database derived therefrom, (b) a
<br />gyroscope, or (c) a device to detect the wheel rOlation of a vehicle.
<br />
<br />Any product or services generated from Ihe Product(s) shall nO! be disclosed,
<br />lieenscd or sold, in whole or in pari, 10 any Ihird pa,1Y, without GOT's express
<br />wnllen permission. L.ecn.sec shall nO! in any case. diselosc, license. or sell reporls.
<br />products or service.s where such will oc used or incorporatcd imo products or services
<br />that aCllIally or polemially compete with prodUCIS, data 01' services of GDT.
<br />
<br />3, COÐyine the Product or Documentftlion Other than copies for backup ami
<br />archival purposes, Licensee shall make no copies of the Product. or any part thereof,
<br />without the expre... written consent of GOT. OIher than copies for inlema! use only,
<br />Licensee shall nOl distribute copies of the Documentation, or any pan thereof.
<br />withoullhe express WI illen consent of GOT. Documentation shall be defined as any
<br />information about the Product distributed with the Product, including but 1101 limited
<br />to User Guides, Release Notes. metadata, or derivative¡¡. All copies made shall
<br />"emaiu the property of GDT under Ihe terms oft!tis Agreement
<br />
<br />Licensee acknowledges the valuable property rights of GDT in the Product and
<br />Documcntation. All copies of any media containing the Product or Documentation or
<br />parts thereof shaJl have II¡e following nolice:
<br />
<br />"NOTICE
<br />
<br /><!) 200- Geographic Oata Technology. [ne. All rights reserved. This material is
<br />proprictary and the subject of copyright protection and OIhcr mtellectual property
<br />rights owned by or licensed to Geographic Data Technology, Inc. The use of this
<br />material IS subject to the terms of a License Agreement. You wiIJ be held liable for
<br />any unaUthorized copying or disclosure of this material."
<br />
<br />4, Prollrlelarv Kil!hts ami Confidentialltv The Product(s) is and contains the
<br />copyrighted and trade secæt propeny of GOT. GOT retains all lights not expressly
<br />glamed to Licensee. Licensee agrees nollO eXtfact data flOm or publish or to allow
<br />any third party 10 extract data from or publish any part of the Product(s) without the
<br />pnor wrillen consent ofGDT. Licensee shall nOt dISclose the telms of or activities
<br />contemplated by Ihis Agreement without the !,nor wrillen approval of GOT. Licensee
<br />acknowledges that Ihe Product(s) and any other informalior. disclosed by GOT to
<br />Licen.see in conjunction with tlie Product(s) is secret and of substantial value 10 GDT
<br />which val~e may oc losl if rhe secrecy of such informal ion IS nor majniamed.
<br />Licensee agrees to exercise no less than Ihe same degree of care Ihat it exercises, or
<br />in thc observance of reasonable care should exercise, with respect to its own
<br />confidential and proprietary information of equal imponance to it. The provisions of
<br />this section 4 shall survive the expiration and termination of this Agreemem.
<br />
<br />5. ~ Title to the Product(s) remains with GOT Licensee shall only have the
<br />rights expressly grallled under section I above.
<br />
<br />6. Warranties GDT wan'ants that it OWI.- 01' has Ihe full right and authority to
<br />license the Prodllct. EXCEPT AS EXPRESSLY ST A TEO IN THIS AGREEMENT,
<br />GOT DISCLAIMS ALL OTHER EXPRESS OR IMPLIED WARRANTIES
<br />REGARDING THE PRODUCT, INCLUDING ALL IMPLlEO WARRANTIES OF
<br />MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
<br />
<br />7 Liçen... Fe. Licensee shall pay GDT lhe License Fee(s) as set forth on p~e I
<br />of this Government License Agreemem for Ihe lIse of the Product(s). All fees under
<br />this Agleemem ale payable within thirty (30) days nom receipt of billing. Fees
<br />~;~ GDTCONFlDENTIAL
<br />
<br />
<br />outslanding more Ihan thirty (30) days from their dlle date are subject to a two
<br />perccnt (2%) per month Jate fee chalge.
<br />
<br />8. Term of Aerecment The ICl1n of this Agreement is fol' one (I) year ("Tnillal
<br />Term"). The lerm will be extended in one (I) year incremenlS (each a "Renewal
<br />Term", collectively "the Term") if Licensee p!'Ovides GDT with a PUlchase Order
<br />by the Anniversary Date of Ihe Agreement in order to receive subsequem
<br />sJ1ipmems of the ProduCI(S) ar the tenns conrained herein, Liccnsee shall have
<br />perpelual use of the Product(s) for inlernal use. Imernet usage is non-perpetual
<br />and mtlsl be renewed on an annual basis.
<br />
<br />9. Termlnntion Licensee may terminate this Agreement in the event or a
<br />matcrial breach of this Agreement by GOT. GOT may terminate Ih,s Agreement
<br />in the event of a matCJial breach of this Agreement by Licensee. Upon any
<br />tennination of this Agreement, Licensee shall: (a) immediateTy return 10 GDT or
<br />destroy all copies oflbe Product(s) in its Jossession; (b) cellSe al1 use of the
<br />Product(s) or any derivaûon thereof; and (c) if requested. provide GDT wilh an
<br />affidavit signed by all officer attesti'¡g that the terms of this Termination ela"se
<br />have been met. Tn tile even! that this Agreement is terminated for any rea.>on other
<br />than GOTs material breaclt of Ihis Agrecmenr, Licensee .<han pay 10 GDT, within
<br />ten (10) days after Ihe dale of sueh tennll14tion, an am()Un1 equa] to the License
<br />Fees as set forlh in Govemmenl License Agreement for the remainder ofthe Tem1.
<br />
<br />10. Inspection Ril!hl< During the one (I) yeal period after tbis Agreemem lIas
<br />been te,minaled pnrsnant 10 Article 8 hereof, GOT shall have the right to inspecl
<br />Ibe Licensee's computer syslems to confirm compJiance with Aniclc 8 hereof
<br />upon reasonable pliO!' notice to Licensee.
<br />
<br />] I. Sales and Use Tues Licensee shall be solely responsible for any sales or
<br />usc taxes which may be levied as a result of this Agreement
<br />
<br />12. Compliance witb United Stfttes EXllort Control Laws and Reeulatlons
<br />GOT and tile Product(s) ale subject to regulalion by United States government
<br />agencies. which prohibit export or diversion of thc Produet(s), information aboul
<br />Ihe Produel(s), and delivatives ofthc Product(s) to cennin countries and cc,'\,'\Ìn
<br />persons. Regardless of any disclosure made by liccnsee to GOT, and in
<br />consideration of GOT entering imo Ihis Agrecment, Licensee representS and
<br />warrants thaI Licensee will nOI export in any manncr, either direclly or indirecUy,
<br />any of the Pl'lxluet(s) or derivatives of the product(s) without first obtaining all
<br />necessary approvals from appropriate Unued States govemmcm agencies.
<br />Licensee acknowledges that regulallon of expol1s is in cominuous modif.eation by
<br />the United States Congress and admimstrative agencies, and agrees 10 complete all
<br />docnmems and to meet all requiremems arising out of such modifications
<br />
<br />13, U.S. Government RestrlctedlLlmlted Kil!ht~ Any software,
<br />doc\tmenla!ton and/or data delivered hereunder is subject 10 the IeI'm of tile
<br />License Agreement. In no event shalllhe Government acquire greater Ihan
<br />RESTRICTEDlUMITEO RIGHTS. At a minimum, nse, duplication, or
<br />discloslII'C by the Government i.. subjecl to restrictions as set fonh in FAR
<br />§52.227-14 Alternates I, II and III (JUN 1987); FAR §52.227-19 (JUN 1(87)
<br />and/or FAR §12.211/t2.212 (Commercial Technical Oata/Computer Software);
<br />and OFARS §252.227-7015 (NOV 1995) (Technical Oata) and/or OFARS
<br />§227.7202 (Computer Software) as applicable.
<br />
<br />14. SIIPllorl And Mai»teøanee GOT shalJ SUppOJ1 the ProdJlct(s) for thl'ee (3)
<br />years after the date of release. GOT shall USe its best eff0!1s to (i) promplly
<br />conect major defecls in the Product(s), and (ii) corrcet minor or ordinary defecls
<br />by the neX! general commercial release oflhe Pmducr(s)l.
<br />
<br />15, ReDlacelRcut PoIicv GOT will replace defeclivc or unreadable media at no
<br />charge provided GOT is notified within Ihirty (30) days of the oliginal invoice
<br />date. Replacements requested after thi., time wiJl be subject to a fee, no! to exceed
<br />fifteen percent (15%) oforig;nal invoice,
<br />
<br />16. Publici tv. If cither party wishes !o ISsue a press release or "ngage in
<br />marketing activities in connection with the activities contemplated in this
<br />Agreement, such releases wiJl be subject to Plior review and wrinen approval of
<br />Ibe olher party, which shalt not be unduly withheld,
<br />
<br />17. Governilll! Law This Agreemem shall be conslrued and interpreled in
<br />accordance with the laws of the Stale of Cahfornia.
<br />
<br />18. Notices All notices and communications required or permitted under Ihis
<br />Agreement shall be in wliting and shall be sent by mail or by facsimile
<br />transmission ("Fax") with confirmed answe,' back. to Licensee at their addres.s set
<br />fOl1h on page I of this Agreement or to such other address as Licensee may from
<br />time 10 ume specify by notice to GOT,
<br />
<br />19, EffceUw Date The Effective Dale of this Agreement is Set fonh on page 1
<br />of this Govemmen! License Agreement
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<br />page 2 oß
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