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DIGITAL MAP
<br />PRODUCTS
<br />Exhibit
<br />Conter B Sublicense
<br />Terms and Conditions
<br />By executing the Consultant Agreement that references these Terms and Conditions (collectively, the "T&C"), You agree that
<br />the T&C terms govem Your acquisition and use of the Licensed Products. If You are entering into this agreement on behalf of a
<br />company or other legal entity, You represent that You have the authority to bind such entity and its affiliates to these terms, in which
<br />case the terms "You" or "Your" shall refer to the entity and its affiliates. If You do not have such authority, or if You do not agree with
<br />these terms and conditions, You must not accept the agreement and may not accept or use the Licensed Products.
<br />1. DEFINITIONS
<br />"Contributed Database" means Databases licensed by certain Contributors to Us with the right to grant sublicenses as set forth
<br />herein and identified on the Consultant Agreement.
<br />"Contributor" means a third party licensor of any Contributed Database to Us.
<br />"Database" means a compilation of geographic, cartographic, engineering, architectural, tabular, text, and/or other data, information,
<br />or works, including, but not limited to, graphic and/or file data in automated or manual form.
<br />"Derivative Products" or "Derivatives" shall mean all works created by You which incorporate all or part of the Licensed Products,
<br />including, but not limited to, any revision, modification, translation, abridgment, condensation, expansion, collection, compilation or
<br />any other form of, or modification to the Licensed Products.
<br />"Intended Use" means the specific works, uses, purposes, end users, and industries expressly described on the Consultant
<br />Agreement. Unless expressly stated otherwise on the Consultant Agreement, the Intended Use is limited to internal geospatial
<br />mapping products, activities, and applications, and does not include any form of commercial use, distribution, publishing,
<br />sublicensing, modifying, reformatting, creation of derivative works, products, or databases, marketing or telemarking activities,
<br />models or algorithms, application programming interfaces, appraisal, title or other legal reporting, debt collection, insurance, use of
<br />personally identifiable information, legal services or products, extracting or otherwise modifying, processing, or removing data
<br />elements.
<br />"Licensed Products" means the products ordered by You pursuant to the Consultant Agreement and may include portions of the
<br />Contributed Databases.
<br />"Consultant Agreement" means a contract entered or submitted in response to a Request for Proposal specifying the Services to
<br />be provided hereunder that is entered into between You and Us, including any addenda and supplements thereto. By entering into
<br />an Consultant Agreement hereunder, an Affiliate agrees to be bound by the terms of this agreement as if it were an original party
<br />hereto.
<br />"Visual Output" means printouts, plots, displays, photographic film, printed matter and other visual representation of data.
<br />"We," "Us" or "Our" means Digital Map Products, Inc. or its affiliate.
<br />"You" or "Your" means the company or legal entity, and any of its affiliates, for which you are accepting this agreement.
<br />2. GRANT OF LICENSE
<br />We hereby grant, and You hereby accept, subject to the terms and conditions of this agreement, a non-exclusive, non -transferable,
<br />and non -assignable right and sublicense to use the Licensed Products solely for the Intended Use, from the Effective Date hereof
<br />until this agreement is terminated or expires in accordance with its terms. You may produce Visual Output from the Licensed Products
<br />only for the Intended Use.
<br />Subject to the terms of this agreement, You may create and distribute Derivative Products to the extent that such Derivative Products
<br />are part of the Intended Use. You shall be able to use such Derivative Products and all intellectual property rights attributable or
<br />corresponding thereto, royalty -free, in perpetuity, under the terms of this agreement, solely for the Intended Use provided that such
<br />use does not include any attempt to reverse -engineer any aspect of Licensed Products or to compete with Us or the Contributors.
<br />Content Solutions Sublicense Terms and Conditions Page 1 of 4
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