Contracts & Agreements_208A-2017

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cycl0eia LICENSE AGREEMENT GeoCycloramas and GlobeSpotter I Street Smart - SaaS 2.9 "Information Products" means the data, datasets and/or object information and/or change detection data related to the CycloMedia Offerings in any form, including but not limited to 3D data and data regarding traffic signs, road markings and light poles. 2.10 "Marks" means any trademarks, service marks and logos, whether registered or unregistered. 2.11 "Order Form" means the form signed by Customer that specifies the Services Customer is purchasing, in the form contained in Exhibit A. 2.12 "Service(s)" means the provision of Software, Image Material, Information Products, hosting and maintenance and professional services as described in a Service Schedule and specified in an Order Form. 2.13 "Software" means the object code version of the CycloMedia software, whether such software is accessed remotely over the Internet or is provided on media to Customer for use on computing devices under the control of Customer. 2.14 "Subscription Term" means the term during which Services are made available to Customer over the Internet, as defined in an Order Form. 2.15 "Third Party Technology" means the object code version of software or other technology that is licensed by CycloMedia or Customer from third parties, whether such software or technology is accessed remotely over the Internet or is provided on media for use on computing devices under the control of CycloMedia or Customer, as applicable. RESPONSIBILITIES. 3.1 CycloMedia Responsibilities. CycloMedia will perform the Services as described in the applicable Service Schedule, beginning on the date identified in each applicable Order Form. 3.2 Customer Responsibilities. Customer (i) will provide or upload sufficient Customer Data, in a suitable format, for CycloMedia to provide the Services; (ii) will have suitable computing devices to be able to access the CycloMedia Offerings; (iii) will not use the CycloMedia Offerings for any inherently dangerous application or for an illegal activity; (iv) is solely responsible for backing up all Customer Data; (v) promptly will report to CycloMedia any unauthorized use of the CycloMedia Offerings; and (vi) will comply with all Customer requirements and use guidelines contained in the applicable Service Schedule ("Use Guidelines"). Customer shall allow each Authorized User access to the Services on a maximum of three computing devises. 3.3 User Names, Passwords and Compliance. Customer is responsible for keeping its user name(s) and password(s) confidential and secure, and limiting access to the CycloMedia Offerings to its Authorized Users. Customer is solely responsible and liable for any activity that occurs under its account, including without limitation all actions of Authorized Users. Customer will notify CycloMedia in writing within 3 days of Customer's discovery of any unauthorized use. CUSTOMER HAS SOLE RESPONSIBILITY FOR (1) ENSURING ITS OWN COMPLIANCE WITH ALL APPLICABLE LAWS OR REGULATIONS, AND (11) THE ACCURACY, QUALITY, INTEGRITY, LEGALITY, RELIABILITY, AND APPROPRIATENESS OF ALL CUSTOMER DATA AND ACTIVITIES. 3.4 CycloMedia Data Collection. The CycloMedia Offerings may collect certain non - personally identifiable information that resides on Customer's computer system or is generated by Customer's use of the CycloMedia Offerings, including, without limitation to, statistics relating to how often data is captured, transferred, stored, copied, manipulated, or downloaded, performance metrics relating to the CycloMedia Offerings, and configuration settings. This information may be used by CycloMedia without restriction. 3.5 Subcontractors: Third Party Technology. CycloMedia shall have the right to use or subcontract with third parties to provide the CycloMedia Offerings; provided, however, that CycloMedia is not released from responsibility for its obligations under these Terms. CycloMedia shall have the right to use any Third Attachment "C" License Agreement - Page 2