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cyclomedia LICENSE AGREEMENT
<br />GeoCycloramas and GlobeSpotter 1 Street Smart - SaaS
<br />Attachement "C"
<br />SCHEDULE "B"
<br />License Agreement
<br />This License Agreement ("Agreement") is made and entered into as of this 3rd day of October, 2417 ("Effective
<br />Date") by and between CycloMedia Technology, Inc. ("CycloMedia"), a Delaware corporation with its principal
<br />place of business at 2120 University Ave., Berkeley, CA 94704 (USA), and the City of Redlands ("Customer"), a local
<br />government corporation with its principal place of business at 35 Cajon St, Redlands CA 92373 (USA).
<br />GENERALTERMS AND CONDITIONS OF CYCLOMEDIA TECHNOLOGY, INC.
<br />PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY. THEY MATERIALLY AFFECT THE PARTIES'
<br />OBLIGATIONS. CYCLOMEDIA TECHNOLOGY, INC. WILL ACCEPT ORDERS AND DO BUSINESS ONLY ON THE TERMS
<br />AND CONDITIONS BELOW.
<br />I . ENTIRE AGREEMENT. These terms and conditions ("Terms"), together with the Service Schedules and
<br />Order Form(s), contain all of the terms and conditions of the agreement between CycloMedia and Customer for the
<br />services to be sold or provided to Customer, to the exclusion of any other statements and agreements, and to the
<br />exclusion of any terms and conditions incorporated in Customer's order or other documents of Customer.
<br />CycloMedia's acceptance of Customer's order is expressly conditioned on Customer's acceptance of these Terms,
<br />and Customer, upon placing an order, accepts these Terms in their entirety without modification. If any of these Terms
<br />conflict with any of the terms of any Service Schedule or Order Form, the terms of the Service Schedule will control
<br />with respect to the covered Services and the Order Form will take precedence and control solely with respect to the
<br />Services covered by that Order Form.
<br />2. DEFINITIONS. In addition to terms defined in these Terms, the following terms will have the following
<br />meanings.
<br />2.1 "Authorized Users" means those individuals authorized by Customer to access the
<br />CycloMedia Offerings, as permitted by the applicable Service Schedule, and who have been supplied user
<br />identifications and passwords.
<br />2.2 "CycloMedia Data" means the data collected by the CycloMedia Offerings, including
<br />statistics relating to how often data is captured, transferred, stored, copied, manipulated, or downloaded, performance
<br />metrics relating to CycloMedia Offerings, Image Material, Information Products and configuration settings.
<br />2.3 "CycloMedia Offerings" means the Services as defined in the applicable Service
<br />Schedule.
<br />2.4 "CycloMedia Property" means the CycloMedia Offerings, Documentation, Image
<br />Material, Information Products, CycloMedia Data, CycloMedia's Marks (including without limitation
<br />"CycloMedia"), CycloMedia's Confidential Information, all Documentation or data provided by CycloMedia to
<br />Customer under these Terms, and all corresponding intellectual property rights.
<br />2.5 "Customer Data" means all data or information provided or submitted by Customer.
<br />2.6 "Customer Property" means Customer Data, Customer's Marks, and Customer's
<br />Confidential Information and all corresponding intellectual property rights.
<br />2.7 "Documentation" means the technical, user and reference manuals, notes, instructions and
<br />summaries, technical release notes, specifications and any other supporting documentation related to the CycloMedia
<br />Offerings, in digital or printed form.
<br />2.8 "Image Material' means the photographs taken from land, air, or water and digital
<br />seamless 360 -degree photographs taken at street -level ("(Geo)Cycloramas") related to the CycloMedia Offerings, in
<br />digital or printed Form, including the associated metadata, and offered for use with the Software.
<br />Attachment "C" License Agreement - Page 1
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