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GE>12
<br />GIS Data Resources, Inc.
<br />Customer further agrees to indemnify and hold harmless GDR, and all subsidiary and affiliated entities,
<br />against any and all judgments, damages, fines, penalties and assessments, along with any settlement
<br />payments made in lieu thereof, and including all related costs and attorney's fees arising out of or otherwise
<br />related to the Customer's breach of the "Compliance" clause of this End User License Section, if applicable.
<br />10. Limitations of Liability and Remedies. TO THE FULLEST EXTENT ALLOWED BY LAW, EXCEPT
<br />FOR ANY NEGLIGENT ACTS OR LACK OF GOOD FAITH BY GDR, GDR EXCLUDES ANY LIABILITY,
<br />WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL
<br />THEORY, FOR ANY DAMAGES, DIRECT OR INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL OR
<br />PUNITIVE, EVEN IF GDR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO
<br />EVENT WILL GDR BE LIABLE FOR ANY DAMAGES ARISING OUT OF OR RELATING TO THIS
<br />AGREEMENT, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER
<br />LEGAL THEORY.
<br />11. Relationship of Parties. In performing the Services, GDR is acting only as an independent
<br />contractor and nothing contained herein shall be deemed or construed by the parties hereto, nor by any third
<br />party, as creating the relationship of principal and agent, partnership, or joint venture.
<br />12. Binding Effect; Assignment. This Agreement shall be binding upon and shall inure to the benefit of
<br />the parties hereto and their respective heirs, executors, administrators, successors and permitted assigns.
<br />This Agreement is not assignable by Customer without GDR's prior written consent.
<br />13. Entire Agreement; Modifications. This Agreement is the exclusive and complete statement of the
<br />parties with respect to the subject matter hereof, and shall supersede all prior understandings, whether oral
<br />or written. This Agreement may be modified only by a writing signed by authorized representatives of both
<br />parties.
<br />14. Counterparts; Facsimile. This Agreement may be executed in two counterparts, each of which
<br />shall be deemed an original and both of which shall constitute one and the same document. This Agreement
<br />may be executed by facsimile signature, and a facsimile signature shall constitute an original signature for all
<br />purposes.
<br />15. Section Headings. The section headings of this Agreement are inserted for convenience of
<br />reference only and shall not be deemed to be a part thereof or used in the construction or interpretation
<br />thereof.
<br />16. Severability. Whenever possible, each provision of this Agreement will be interpreted in such
<br />manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be
<br />prohibited by or invalid under applicable law, such provision will be ineffective only to the extent of such
<br />prohibition or invalidity, without violating the remainder of this Agreement.
<br />17. Third Party Beneficiaries/Affiliates. This Agreement is solely for the benefit of the parties hereto
<br />and no provision of this Agreement shall be deemed to confer any benefit on any third party except as
<br />expressly set forth herein.
<br />18. Governing Law. This Agreement will be construed and interpreted in accordance with the laws of
<br />the State of California, excluding its conflict of law rules. Any disputes between the parties will be exclusively
<br />heard in the State and Federal courts located in San Rafael, Marin County, California.
<br />19. Maintenance Term (if applicable). If a data maintenance term is selected by Customer (Quarterly,
<br />Bi-Annual or Annual), GDR will deliver such services per the provisions set forth in Exhibit C.
<br />20. End User License (if applicable).
<br />(a) Grant of License. Subject to payment of applicable license fees set forth in Exhibit B, GDR
<br />hereby grants to Customer (hereinafter referred to as "Licensee" in this End User License Section of the
<br />Agreement) and Licensee hereby accepts a non-exclusive, non -transferable, perpetual license to: (i) access
<br />and use the product(s) listed in the SOW, or any derivative thereof ("Product"), at the above address
<br />("Location") solely for the internal business or personal purpose(s) also set forth in the SOW; and (iii) make
<br />one copy of the Product for backup and/or archival purposes.
<br />8 Digital Drive, Suite 200, Novato, CA 94949 • (888) 654-4GDR (4437) • Phone (415) 884-4437 • FAX (415) 884-4407
<br />Rev: 20051006 Page 3 of 12
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