Agmt22 Nearmap US, Inc. - Laserfiche WebLink

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Nearmap US, Inc. REV: 01-24-2022 SK Schedule 1 Additional Terms and Conditions Schedule 1 Additional Terms and Conditions 1. Section 1.3 of the Agreement is deleted in its entirety, and replaced with the following: “1.3 Renewal This Agreement will not automatically renew for another Term. The parties may renew the Agreement upon mutual written agreement for a renewal term (“Renewal Term”).” 2. Notwithstanding clause/section 2.3 of the Agreement, the Licensee is permitted to make the Product available to third party contractors that are directly providing services on behalf of the Licensee. The Product must be provided as a static image strictly to the extent necessary for the contractor to provide the services to the Licensee. At all times, the Licensee remains responsible, and liable, for all acts and omissions of the third-party contractors in connection with the use of the static imagery. 3. The following is added to the end of Section 2.6(b) of the Agreement: “, with the exception being that the Licensee may store limited amounts of Content solely to improve the performance of the access to the Products due to network latency, and only if the Licensee does so temporarily, securely, and in a manner that does not permit use of the Content outside of the License, does not manipulate or aggregate any Content or portion of the Products and does not prevent Nearmap from accurately tracking usage and does not modify attribution in any way.” 4. Section 3.5 of the Agreement is deleted in its entirety and replaced with the following: “3.5 Audit During the Term of this Agreement and for two (2) years after termination or expiry of this Agreement, the Licensee shall maintain records, no more onerous than it is required in accordance with its own record keeping policies regarding its use of the Products and the Licensee shall provide Nearmap (or its auditors) upon 30 days’ written notice, a certified or official audit report attesting to its use of the Products. In addition, Nearmap will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Such records will not be deliverables prepared for the City and will be Nearmap’s documents for purposes of this Agreement. Nothing herein will convert such records into public records, and they will be available only to the City and any specified public agencies. With thirty (30) days written notice, Nearmap will allow a representative of the City, during normal business hours, to examine, audit, and make transcripts or copies of records and any other documents created directly pursuant to this Agreement. Nearmap will allow City to inspect of all work, data, documents, proceedings, and activities directly related to the Agreement for a period of three (3) years from the date of final payment under this Agreement.” 5. Section 3.6 of the Agreement is deleted in its entirety and replaced with the following: “3.6 Audit Findings If an audit results in findings of non-compliance, Nearmap will work with the Licensee in good faith to allow the Licensee to remedy the non-compliance. This may involve invoicing the Licensee for any additional license fees due based on the standard Nearmap Fees in place at the time of the original license grant. In situations of material non-compliance with this Agreement, Nearmapy may terminate this Agreement in accordance with section 6. Licensee must pay all invoices issued under this section within thirty (30) days following the date of invoice or such other period agreed between the parties.” 6. In section 6.6 of the Agreement, the words “the Licensee” is replaced with “the parties.” 7. In section 9.5 of the Agreement, the phrase “EXCEPT FOR SECTION 10 (COPYRIGHT COMPLAINTS)” is added after “TO THE EXTENT PERMITTED BY LAW,..” 8. Section 9.6 of the Agreement is deleted in its entirety and replaced with the following: “9.6 AGGREGATE LIMIT IN NO EVENT WILL THE AGGREGATE LIABILITY OF NEARMAP, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), EXTRACONTRACTUAL LIABILITY, PRODUCT LIABILITY, STRICT LIABILITY OR OTHER THEORY, ARISING OUT OF OR RELATING TO THE USE OF THE PRODUCTS, THE CONTENT OR THE WEBSITE EXCEED TWO TIMES ANY COMPENSATION OR FEE THE LICENSEE HAS PAID, IF ANY, TO NEARMAP FOR ACCESS TO OR USE OF THE PRODUCTS OVER THE 12 MONTH PERIOD PRIOR TO THE ALLEGED DEFAULT, BREACH OR EVENT GIVING RISE TO THE LIABILITY.” 9. Section 9.8(a) of the Agreement is deleted in its entirety and is replaced with the following: “(a) the Licensee’s negligence or intentional misuse of the Products.” ATTY/AGR.2021.096/NearMap (Aerial Imagery Services) (Page 3 of 12)