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Agreement No. 04012012001 Attachment A GIS License Terms J.r LICENSE, SUBSCRIPTION, AND PAYMENT 1.1 Subscription License, Subject to the terms of this Agreement, DMP grants to Customer a limited, non - exclusive, non- transferable, and non - assignable license to access and use the City(337" Configuration Une Items, hereinafter referred to as Provided Content. Customer's access and use of the Provided Content shall be solely for Its normal Intemal business activities by its employees and consistent with Customer's representations to DMP. Customer agrees not to sell, pledge, assign, sub - license or otherwise transfer to any third party the Provided Content: The Provided Content shall be viewed solely through authorized access of the Web site. 1.2 Data Sublicense. Subject to the terms of this Agreement and Attachment A, Ucensee hereby accepts, a non-exclusive, non- transferable, and non-assignable right and sublicense to use the GIS Data Configuration Une Items In the Provided Content solely for the Purpose described, herein, from the Effective Date hereof until this Agreement is terminated or expires in accordance with Its terms. 13 Payment for the License and Subscription. In exchange for the license or services granted, the Customer agrees to pay all the fees listed on the Order Form. All invoices are due upon receipt and are payable in accordance with the payment schedule. Any invoice not paid within thirty (30) days of Its scheduled payment date shall be considered past due. 1.4 Non - Payment or Failure to Pay. If Customer's access and use is terminated or suspended due to non- payment or non - compliance, Customer shall nonetheless still be responsible for any fees as set forth in this Agreement. If DMP does not receive from Customer payment for the invoiced amount within thirty (30) days of Its due date, DMP may suspend Customer's access and use of the Provided Content, until Customer brings its account current. 2. DURATION OF AGREEMENT &TERMINATION 2.1 Term of Agreement This Agreement will continue for the period defined in the Order Form as the Initial Term. Upon termination of this Agreement, all licenses granted by DMP under this Agreement are immediately revoked. 2.2 Termination by Customer. DMP shall have the right to make a material modification to any of the content of, or discontinue any of the content of the Provided Content at any time with ninety (90) days prior written notice to Customer. Upon receipt of such notice from DMP, Customer may terminate this Agreement as of the effective date of the change by providing written notice to DMP at least.thirty (30) days prior to the effective date of the change. 3. WARRANTY & LIMITATION OF LIABILITY 3.1 Limited Warranty. Each party represents and warrants that It has full power and authority to enter Into this Agreement. Each party will Indemnify and defend the other and its officers, directors, employees, and agents from third party claims arising out of or related to a breach of such party's representation or warranty in this Agreement. 3.2 Disclaimed Warranties. Except for any express warranties, DMP and each contributor to the Provided Content disclaims all warranties, including but not limited to any warranty of design, merchantability, fitness for a particular purpose, and against infringement DMP and each contributors make no representation or warranties that the Provided Content is accurate and free of errors and/or omissions. As such the Provided Content is not suitable for use in emergencies. Customer accepts the Provided Content on an "as is ", "as available" basis. 3.3 Limitation of Liability, DMP shall not be liable for any loss, injury, daim, or damage of any kind resulting In any way from Customer's use of the Provided Content (regardless of any assistance from DMP in using the content) or from any delay or failure In performance beyond the reasonable control of DMP. The aggregate and maximum liability of DMP in connection with any claim arising out of or relating to this Agreement shall be limited to a refund of 12 months of fees and taxes paid by Customer to DMP. DMP shall not be liable for any special, Indirect, inddentai, or consequential damages of any kind whatsoever (including attorneys' fees) arising In connection with Customer's use of the Web site, Provided Content, or the failure of DMP to perform its obligations, regardless of any negligence alleged. . s