SmartyStreets

US Rooftop Geocoding License Addendum

1. Overview

This US Rooftop Geocoding License (herein "License") is a limited license agreement by and between the Client and the Provider as defined and governed in conjunction with the Terms of Services of Provider's Platform subscription or a Master Services Agreement (the "Agreement") between the Parties. In the event there exists any conflict in terms, conditions, or definitions (herein "Conflicting Issues") between this License and the Agreement or the Terms of Services on Provider's Platform, the terms of this License will supersede or control with respect to such Conflicting Issues.

2. License Rights

Provider hereby grants Client a limited, worldwide, non-exclusive, non-transferable (except as authorized herein), revocable License to access and use Provider's geocoding data product consisting of latitude and longitude coordinates (herein referred to as "Geocoding Content") in addition to other Provider Content and Services available for internal business use purposes only and for the duration of the term stated on a Service Order or a current online subscription. This License shall include access rights and Services to the Provider's Cloud Based API and online Platform but shall not include onsite, on-premise or Client-Hosted Installation rights unless otherwise indicated in a Service Order.

3. Restrictions

This License is in no way to be interpreted as a sale to Client or granting ownership to any Intellectual Property Rights or Content, nor is it to be construed as a Private Label or Reseller-Distribution license unless otherwise indicated in a Service Order. Except as permitted as internal business use purposes, Client shall have no right to disclose, reproduce, copy, reverse-engineer, mine, scrape, modify, assign, distribute, sell, rent, lease, market, publish, transfer, share, or sublicense Content, Software, or Services to benefit itself, any third-party or Client Affiliate. Third-party or Affiliated entities must obtain their own subscription for Services. Use of US Rooftop Geocoding and other Provider Services is not intended for emergency applications such as personal or public safety services requested via 911 emergency calls.

4. Termination and Deletion Obligation

Upon expiration of a subscription or term set forth in a Service Order, Client shall cease use of, delete, destroy, and/or purge from its computer system any Geocoding Content in its possession. Upon request, Client will provide certification of removal, deletion and disposal of Provider's proprietary Content.

5. Perpetual Use and Transferability

An option to transfer or purchase a perpetual limited-use license to US Rooftop Geocoding Content beyond the expiration of a subscription or Service Order may be available at a negotiable price for internal business use purposes only. Such license may include additional restrictions, terms, and conditions. For more details, please contact a Sales Representative.

6. No Warranties

PROVIDER MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESSED OR IMPLIED ABOUT THE COMPLETENESS, QUALITY, ACCURACY, RELIABILITY, SUITABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, FITNESS OF USE FOR PERSONAL OR PUBLIC SAFETY AND EMERGENCY SERVICES, OR GENERAL AVAILABILITY WITH RESPECT TO THE CONTENT OR INFORMATION MADE AVAILABLE TO CLIENT DERIVED FROM THIS PRODUCT OR RELATED PROVIDER SERVICES. ANY RELIANCE CLIENT PLACES ON PROVIDER'S OUTPUT MATERIAL IS STRICTLY AT CLIENT'S OWN RISK.

7. Emergency 911 and Disclaimer of Liability

Uses of US Rooftop Geocoding and other Provider Services are not intended for personal or public emergency application, such as address location for safety requests typical of 911 emergency calls and services. Provider will not be liable to Client or to any third party for any false, delayed, inaccurate, inappropriate or incomplete information which may cause damages arising directly or indirectly from use of, or inability to use Content, Services, or any of the information contained therein. IN NO EVENT SHALL PROVIDER BE LIABLE TO CLIENT OR ANY THIRD PARTY FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR ENHANCED DAMAGES, DEATH, LOST PROFITS OR REVENUES OR DIMINUTION IN VALUE, ARISING OUT OF, OR RELATING TO, AND/OR IN CONNECTION WITH ANY BREACH OF THIS AGREEMENT, REGARDLESS OF (A) WHETHER SUCH DAMAGES WERE FORESEEABLE, (B) WHETHER OR NOT THE APPLICABLE PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND (C) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED.

Updated: September 15, 2020

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