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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 <br />