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Home My WebLink About20180541.tiffBOARD OF COUNTY COMMISSIONERS PASS -AROUND REVIEW PASS -AROUND TITLE: Nearmap Aerial Imagery Collection Subscription DEPARTMENT: Information Technology DATE: March 22, 2018 PERSON REQUESTING: Ryan Rose, Chief Information Officer Brief description of the problem/issue: The Board approved the award of Bid `B1800042' to Nearmap, on March 7, 2018, for aerial imagery collection in the amount of $65,000. The aerial imagery collected through this bid will ultimately be displayed on the Property Portal and other Weld County GIS applications. The attached new subscription quote, Products Agreement, and Product -Specific Terms has been reviewed by Frank Haug and is ready for signature. What options exist for the Board? (include consequences, impacts, costs, etc. of options): Grant authorization for the Chair to sign the contract. Recommendation: Weld County IT recommends that the Board grant approval for the Chair to sign the attached contract. This will allow Nearmap to collect aerial imagery of designated areas in Weld County. Approve Recommendation Sean P. Conway Julie A. Cozad Mike Freeman Barbara Kirkmeyer, Pro -Tern Steve Moreno, Chair Schedule Work Session Other/Comments: � (ji) r‘`AzyzytovcL. c��. �'�' TT ass- os41 z-3- I 0007 DocuSign Envelope ID: DFB041AC-68C9-42C4-BAB1-DA5798585F46 SU Ti TE current . clear » change Customer Name Type Contract Commencement Sales Rep Auto Renew Bill To County of Weld, CO New Subscription Contract commences upon signing of quote. Glen Lapray No County of Weld, CO Jake Mundt 1400 N 17th Ave, Greeley, Colorado, 80631-9563 +1.970.304.6432 jmundt@weldgov.com Quote Num er Quote Expiry Contract Term earmap US Inc, 10897 South River Front Parkway, Suite 150 South Jordan, UT 84095 USA Phone: +1 (801) 609 7250 Subscription Start Date Saks Rep Email Payment Term Ship To O025534 03/30/2018 12 Months 03/08/2018 glen.lapray@nearmap.com Net 30 County of Weld, CO Jake Mundt 1400 N 17th Ave, Greeley, Colorado, 80631-9563 +1.970.304.6432 jmundt@weldgov.com ANNUALIZED -ESTIMATED USAGE `�'•' l COVERAGE Nearmap Vertical for Government 100 GB Nationwide NA $65,000.00 Subtotal Estimated Tax Total $65,000.00 0.00 $65,000°00 By selecting "Yes" or signing below, you acknowledge that (a) you have read, understood and agree to the Products Agreement and Product -Specific Terms which can be found at http://cio.nearmap.corn/legal/us-agreements-page, (b) you have the authority to agree to this New Subscription Quote and (c) you agree to pay the fees set forth herein. This New Subscription Quote constitutes a binding commitment for the Contract Term stated above. Your product details and Coverage Area can be found at http://go.nearrnap.com/legal/us-agreements- a e Signature / Digital Acceptance: Full Name: Steve Moreno PO Number (if required): If printed, please sign, scan and email to: orders.us@nearmap.com Date: MAR 9 2 sWk},-cei Position: BOCC Chair ira "Saii DocuSign Envelope ID: DFB041AC-68C9-42C4-BAB1-DA5798585F46 Schedule 1 Additional Terms and Conditions 1. The Nearmap Now will be delivered for the Survey area ("AOI") as referenced in the KMZ file attached to this New Subscription Quote ("Attachment"). 2. Nearmap will provide to the Licensee with one single local "on -premises" copy of the Product for the AOI ("Offline Copy"). 3. Nearmap will deliver to the Licensee imagery with the vintage for Spring 2018 for snow -off and leaf -off, within two (2) months from the Commencement Date subject to weather and air traffic control restrictions. 4. The copy of the imageries contained in the Offline Copy will be provided according to technical specifications detailed in the Attachment. 5. Licensee may only use the Offline Copy for the Permitted Purposes. 6. The Off -Line Copy may be retained by Licensee after expiry or termination of this Agreement which may only be used in connection with the Licensee's ordinary course of business but at all times excluding any Commercial Purposes (as defined in the Agreement). 7. The Offline Copy will only be provided for the current Term but does not apply to any successive Renewal Term unless expressly set out in the Agreement. 8. During the Term of the Agreement, the Licensee is permitted to publish extracts of static imagery contained within the Offline Copy ("Static Imagery") on the Licensee's public facing website subject to the following: (a) on a single domain ("Licensee's Website"); (b) web map view only which includes but is not limited to ArcGIS Online ("WebMap"); (c) allowing images in the WebMap and/or the Licensee's Website to be printed when requested by the Licensee's users of the Webmap and/or the Licensee's Website; (d) the Licensee must use online solutions for integrating the WebMap and/or to the Licensee's Website which are made available by Nearmap from time to time, which at the Commencement Date is through an application programming interface ("API") for ArcGIS Online; and (e) where extracts of the Product are displayed on the Licensee's Website and WebMap, the Licensee must acknowledge Nearmap as the source of the imagery either by displaying "© Nearmap US, Inc. 2018" or "Imagery sourced under license by Nearmap US, Inc.". 9. The Licensee is permitted to make the Product (including the Nearmap Now) available to the Licensee's agencies, partners, contractors and municipal jurisdictions within the Weld County (collectively the "Permitted Users") to use in accordance with the terms of this Agreement provided that such use is directly related to the Licensee's ordinary business. The Licensee agrees that it is responsible and liable for any Permitted Users who uses the Licensee's account access details or uses the Products (including the Nearmap Now) available to the Licensee in breach of this Agreement. 10. Section 17.12 of the Agreement is deleted in its entirety and replaced with the following: "Governing Law This Agreement will be governed by and construed in accordance with the laws of the State of Colorado and the Weld County Home Rule Charter, applicable to agreements made and to be entirely performed within the State of Colorado, without resort to its conflict of law provisions." 11. The parties agrees that the Weld County Request for Proposal #B1800042 is incorporated by reference as if it was part of this Agreement ("RFP"). 12. Where the Licensee has terminated the Agreement under section 6.7.10 of the RFP, the Licensee is liable to pay to Nearmap any fees incurred by Nearmap prior to the date of termination in connection with the Product and/or License. 13. Termination rights for breach under section 6.7.10 of the RFP will be governed by section 6.2 of this Agreement. 14. Section 6.7.16 of the RFP will prevail except with respect to the last sentence of this section. The Licensee agrees that it must not unreasonably withhold or delay its consent under section 6.7.16 of the RFP. 2 DocuSign Envelope ID: DFB041AC-68C9-42O4-BAB1-DA5798585F46 updates or new releases to the API for use by the Licensee under this Agreement ("API Update"). Nearmap will provide 12 months' written notice, prior to the date of the API Update ("Replacement Date"). The Licensee will be responsible for updating or integrating any such API Update where used by the Licensee under its License within seven (7) days of the Replacement Date. If the Licensee fails or otherwise refuses to update or integrate the API Update, Nearmap shall not be responsible or liable to the Licensee for any failure to meet its obligations under this Agreement. 16. To the extent of any inconsistency between the terms of this Agreement and the RFP, the terms of this Agreement will prevail (unless expressly stated otherwise). 17. Section 6.3 of the Agreement is deleted in its entirety and replaced with the following: "Intentionally omitted". 18. Section 9.8 of the Agreement is deleted in its entirety and replaced with the following: "Intentionally omitted". 19. Section 11 of the Agreement is deleted in its entirety and replaced with the following: "Intentionally omitted". 20. Financial obligations of the Licensee payable after the current fiscal year are contingent upon funds for that purpose being appropriated, budgeted and otherwise made available. Execution of this Agreement by the Licensee does not create an obligation on the part of the Licensee to expends funds not otherwise appropriated in each succeeding Renewal Term. 3 7-r:: DocuSign Envelope ID: DFB041AC-68C9-42C4-BAB1-DA5798585F46 I -- J. Soure s:: Esr , DeLor e, _ US:S, NPs., Sources: Er•, NO: ,, Pa tit 4 rya. `'R41zOff Vaiity 4 •i I 4 t k i Weld County Nearmap Delivery Area 14 Q• .ter-'^�."�•�'jSJ4F �. __�__.. • C: t'S CROSS HAL ,74 Wait 7.4 ?C 64, PktosiattiMc* 3 c ,»F -,be -.M,- a.,...wH-MP.,nM,, Prn-4M—.rr_.1p.,.,!Or ,^f•.- •,s a. Aoki ,.. «VA r •dIfras, arw..W„ri4c— iw!.:A -14 osrc-........: ra1,sphi ,4D Weld County Specifications CS" ProjectiondoNAD83 HA. US Survey Feet SPCS Colorado North A S 0501 Bands - 3(RGB) Format - JPEG2000 1:20 Compression in a Single File Accuracy. - 75cm RMSE Horizontal Accuracy. Delivery a (1) delivery for Spring 2018 capture r Timing . Within 60 days ofcapture being posted .on Maperowse_ Sub � n a Required IIIIIMm !AR 'I r n€:crmap'50 current:dear :17L7 Il i . C' • }e PLEASE READ THIS PRODUCTS AGREEMENT CAREFULLY. BY ACCEPTING THIS AGREEMENT EITHER BY CLICKING A BOX INDICATING YOUR ACCEPTANCE OR EXECUTING A NEW SUBSCRIPTION QUOTE, YOU AGREE TO BE BOUND BY THIS PRODUCTS AGREEMENT. THE NEW SUBSCRIPTION QUOTE AND ALL TERMS INCORPORATED BY REFERENCE. IF YOU DO NOT AGREE TO ALL OF THESE TERMS, DO NOT ACCESS OR USE, YOU MUST NOT ACCEPT THIS PRODUCTS AGREEMENT AND NOT USE ANY NEARMAP PRODUCTS AND SERVICES. Recitals A. B. PRODUCTS AGREEMENT Nearmap is a provider of aerial photography and associated products and services. Nearmap agrees to supply the Licensee with the Products described in the New Subscription Quote, subject to the terms of this agreement and the Schedules, which together make up the legal agreement between the Licensee and Nearmap (Agreement). Definitions of capitalized words are set out in section 18 of the Agreement. 1. GRANT OF LICENSE TO USE PRODUCTS 1.1 Grant Subject to the terms of this Agreement and payment by the Licensee of the Fee, Nearmap grants to the Licensee a limited, non-exclusive, non-transferrable license for the Term to use the Products in the Coverage Area for the Permitted Purpose (License). 1.2 Authorized Users The Products available under this License are only to be used by the total number of Authorized Users. The Licensee shall implement reasonable controls to ensure that it does not exceed the number of Authorized Users. If you exceed the total number of Authorized Users, you will be in breach of this Agreement. 1.3 Renewal Upon the expiration of the initial Term, this Agreement subject to any amendments to this Agreement required by Nearmap, shall be renewed automatically for successive renewal Terms equivalent in duration to the initial Term (each a Renewal Term) unless terminated by either party by providing at least 30 days' written notice of its intention not to renew this Agreement prior to the expiry of the initial Term or any current Renewal Term. The Licensee will receive notice of any pricing changes or changes to the terms of this Agreement prior to the commencement of each Renewal Term. If Auto Renew is marked "No" in the New Subscription Quote, this section 1.3 is not applicable to the Licensee. 1.4 Replacement Product Nearmap may from time to time supply the Licensee with a replacement Product of no lesser quality than the previously supplied Product at its absolute discretion. If requested by Nearmap, the Licensee must stop using any previously supplied Product and use the replacement Product from date of delivery from Nearmap. 1.5 Acknowledge Nearmap source The Licensee must expressly acknowledge Nearmap, in a reasonably prominent manner (by display of the Nearmap logo or other appropriate attribution), as the source of any Product or Derivative Works that the Licensee use, copy; modify or distribute. Unless otherwise permitted in writing, the Licensee must not remove or cause to be removed any Nearmap logo, watermark or other Nearmap attribution in any Product or Derivative Works. 1.6 Periodic Data Allowance Nearmap measures data usage by the Licensee under this License. In using the Products, the Licensee's consumption of data in the Period must not exceed the Periodic Data Allowance. The following conditions apply to the Licensee's Periodic Data Allowance: (a) the Periodic Data Allowance used by the Licensee will be calculated at the end of every Period based on the total data usage of all users who access and use the Licensee's Nearmap account during that Period; (b) if the Licensee elects to download Products available to the Licensee on the Website, this will be applied to the Periodic Data Allowance. The Licensee may have the option to elect to download high resolution images. Downloading these images will use a higher portion of the Periodic Data Allowance than downloading a lower resolution image; (c) if the amount of data consumed by the Licensee in any given Period is less than the Periodic Data Allowance. the balance will not be rolled over to a following Period; (d) the Licensee agrees that Nearmap may charge the Licensee additional fees, up to a maximum of the Excess Data Rate, for any use by the Licensee of the Products resulting in data consumption in excess of the Periodic Data Allowance; (e) Nearmap will provide notice to the Licensee if it exceeds its Periodic Data Allowance for any Period; and (f) if the Licensee exceeds the Periodic Data Allowance, Nearmap may, in its absolute discretion, elect to: (i) restrict the Licensee's access to the Products until the Periodic Data Allowance is reset or until additional fees are paid: or (ii) immediately cease the Licensee's access to the Products for the remainder of the Period. 1.7 Unavailability Subject to section 12, if a Product is not available for a period of 3 consecutive days the Term will be extended by the period of unavailability. 2. RESTRICTIONS ON RIGHT TO USE PRODUCTS 2.1 Permitted Purpose The Products must only be used for the Permitted Purpose. 2.2 No right to distribute, transfer, resell, assign or sublicense This License is granted only to the Licensee. The Licensee must not distribute, transfer, resell, assign, rent, lease or sublicense any Product or any of the Licensee's rights under this License without Nearmap's prior written consent. Nearmap US. Inc. Version: 01 Apr 2017 2.3 No third party access Unless otherwise provided in this Agreement, the Licensee must not make any Product available in any medium or manner to any third party (including the Licensee's subsidiaries and affiliates). 2.4 Employees and contractors The Licensee may make Products available to any employee or contractor, subject to that person complying with the terms of the Agreement as if they were a party to it and the total number of Authorized Users has not been exceeded. The Licensee is responsible and liable for any Authorized User who uses the Licensee's account access details or uses Products made available to the Licensee in breach of this Agreement, including, without limitation, for any additional fees that become payable if the Licensee exceeds the number of Authorized Users. 2.5 Limits on use of Website In the Licensee's use of the Website, the Licensee must not (without the prior written consent of Nearmap): (a) provide a link to another URL; (b) upload content or other information to the Website; (c) do anything to damage. interfere or disrupt access to the Website or do anything which might impair its functionality; (d) use the Website in any way to send unsolicited (commercial or otherwise) e-mail or any material for marketing or publicity purposes, or any similar abuse of either; (e) publish, post, distribute, disseminate or otherwise transmit, defamatory, offensive, infringing, obscene, indecent or other unlawful or objectionable or confidential material or information; (f) make available, upload or distribute by any means any material or files that contain any viruses, bugs, corrupt data, "trojan horses", "worms" or any other harmful software; (g) remove any content or information from the Website, other than that permitted under the terms of this License; (h) falsify the true ownership of a Product or other material or information made available via the Website; (i) obtain or attempt to obtain unauthorized access, through whatever means, to the Website; (j) use the Website other than in accordance with the Agreement; (k) attempt any of the above acts or engage, encourage or permit another person to do any of the above acts; or (I) provide or allow access which exceeds the total number of Authorized Users in connection with use of the Product. 2.6 Breach If the Licensee breaches any of sections 2.1 to 2.5 inclusive, Nearmap reserves its rights to terminate the Agreement in accordance with section 6.2, restrict the Licensee's access to the Products and/or take any other steps available to it at law. 3. THE LICENSEE'S ACCESS TO PRODUCTS AND SERVICES 3.1 Any password/ID issued by Nearmap to an Authorized User is personal and confidential to that Authorized User. If Nearmap suspects that any password/ID is being used by an unauthorized user, by a different Authorized User to the person whom it was issued to or the number of Authorized Users has been exceeded, Nearmap may: (a) cancel that password/ID; (b) restrict the Licensee's access to the Product including but not limited to low resolution imagery for the remainder of the month; (c) immediately cease the Licensee's access to the Product; (d) require the Licensee to pay for any additional charges in accordance with Nearmap's then current price list for the applicable Product, in respect of any such unauthorized use; and/or (e) exercise any other right available to Nearmap under the terms of this Agreement. 3.2 Downtime Nearmap will use reasonable efforts to ensure that the Website remains available but cannot guarantee that this will be the case at all times. Nearmap agrees that, wherever possible, all planned maintenance will be done out of normal Operational Hours to ensure optimal uptime of the Website. When Nearmap becomes aware of any Fault, Nearmap will use reasonable efforts to: allocate such resources as may be necessary to remedy the Fault; and otherwise take all reasonable steps to remedy the Fault so as to minimize any disruption to the Licensee's use of the Products. 3.3 Expiry The Licensee's License will expire at the end of the Term unless renewed in accordance with section 1.3 and may be suspended or terminated in accordance with section 6.2 if the Licensee is in breach of this Agreement. (a) (b) -1 3.4 Unauthorized Use Licensee shall take reasonable steps to prevent unauthorized access to the License; including without limitation protect its passwords and other log -in information. The Licensee shall notify Nearmap immediately of any known or suspected unauthorized use of the License or breach of its security and shall use best efforts to stop said breach. 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 accurate and complete records regarding its use of the Products and the Licensee shall permit Nearmap (or its auditors) access to the business location(s), books and records, employees and/or contractors pertaining to the Licensee's use of the Products. Nearmap will give at least thirty (30) days prior written notice of an audit and will not conduct an audit more than once per calendar year unless non-compliance findings are noted and in which case the audit period can be expanded. 3.6 Audit Findings If an audit results in findings of non-compliance, Nearmap may, at its discretion (a) invoice any additional license fees due based on the standard Nearmap Fees in place at the time of the original license grant, (b) recover the reasonable cost of the audit if additional Fees exceed five (5) per cent of the Fees paid during the audit period and (c) terminate this Agreement in accordance with section 6.2. Licensee must pay all invoices issued under this section within thirty (30) days following the date of invoice. 4. FEES 4.1 Fees The Fees payable by the Licensee are set out in the New Subscription Quote. 4.2 Payment The Fees are payable by the Licensee to Nearmap in the manner and by the due date as set out in the New Subscription Quote at the beginning of each Term unless otherwise agreed by Nearmap. 4.3 No cancellation Subject to section 4.4, all Fees are non -cancellable and non- refundable except as expressly set out in the Agreement. 4.4 Refund of Fees If the Licensee is not in breach of the Agreement, and Nearmap elects to terminate the Agreement under section 6.3, Nearmap will refund the Licensee any pre -paid fees relating to the portion of Term remaining as at the date of termination. 4.5 Taxes Unless otherwise stated, Fees and Late Payment Fee do not include any direct or indirect local, state, federal or foreign taxes, levies, duties or similar governmental assessments of any nature; including value-added, excise, use or withholding taxes (collectively, "Taxes"). Licensee is responsible for paying all Taxes except those assessable against Nearmap based on its income. Nearmap will invoice Licensee for such Taxes if Nearmap believes it has a legal obligation to do so and Licensee agrees to pay such Taxes if so invoiced. 4.6 Late Payment If a scheduled Fee payment is not made in full for any reason, the Licensee gives Nearmap permission to charge a Late Payment Fee and/or immediately limit or terminate access to the Products provided under this License. 4.7 Acceleration In the event of the Licensee failing to pay Nearmap the Fees in full in accordance with the terms of this Agreement, all Fees (whether accrued or not) will become immediately due and payable. 4.8 Amendments Fees at the end of the Term may only be increased subject to Nearmap and the Licensee agreeing in writing. 5. THE LICENSEE'S WARRANTIES 5.1 Warranty The Licensee warrants that: (a) any information the Licensee supplies to Nearmap in respect of the Agreement is complete and correct. The Licensee must keep Nearmap informed of any change to the Licensee's information provided to Nearmap, including any change to the Licensee's contact details, or the details of a credit card used for payment; (b) the Licensee will immediately notify Nearmap of any usage of any Product outside the Permitted Purpose, and provide any other information reasonably requested by Nearmap; (c) the Licensee has the power to enter into this Agreement and to perform the obligations under it; and (d) the Licensee has and will comply with all relevant laws relating to the Licensee's use of the: (i) License; (ii) Products; and (iii) Website. 6. TERMINATION AND EXPIRY 6.1 Initial Term This Agreement commences on the Commencement Date and continues until expiry of the Term unless terminated earlier in accordance with the terms of this Agreement or renewed under section 1.3. 6.2 Termination by Either Party Either party may terminate this Agreement with immediate effect by giving notice to the other party if: (a) the other party breaches any of its obligation under this Agreement capable of remedy and fails to remedy that breach within fourteen (14) days after receiving notice requiring it to do so; (b) the other party breaches any of its obligations under this Agreement incapable of remedy; or (c) the other party files for protection under bankruptcy laws, makes an assignment for the benefit of creditors, appoints or suffers appointment of a receiver or trustee over its property, files a petition under any bankruptcy or insolvency act or has any such petition filed against it which is not discharged within sixty (60) days of the filing thereof or admits in writing its inability to pay its debt generally as they become due. 6.3 Termination by Nearmap Regardless of anything else in the Agreement but subject to section 4.4, Nearmap has the right, in its absolute discretion and upon giving the Licensee 10 Business Days' notice, to terminate the Agreement and the License. 6.4 Consequences If the Agreement is terminated under sections 6.2 or 6.3 or expires at the end of the Term: (a) the License immediately terminates and the Products will no longer be available to the Licensee; (b) The Licensee must immediately destroy, delete or return to Nearmap all Products; and (c) subject to section 7.3, the Licensee and the Authorized Users are not permitted to use any Products for any purpose. 6.5 Costs Nearmap reserves all rights following termination of this Agreement, including any rights available to Nearmap to collect any outstanding Fees which may be owed by the Licensee. The Licensee will be liable for any reasonable legal costs incurred by Nearmap in enforcing its rights following termination of this Agreement. 6.6 Continuing obligations After expiry or termination of the Agreement or a License, sections 1.5, 2, 7, 8, 9, 10, 13, 14, 15, and 17 will still be binding on the Licensee in relation to Products licensed or obtained during the Term. 7. INTELLECTUAL PROPERTY 7.1 Ownership Unless otherwise indicated, the Website, the Products and all associated Intellectual Property Rights, data, information and software are owned by Nearmap and are protected by copyright, moral rights, trademark and other laws relating to the protection of intellectual property. Nearmap reserves all of its Intellectual Property Rights. Except for the limited License granted to the Licensee in section 1.1, no ownership or Intellectual Property Rights in the Website or any Product will pass to the Licensee. 7.2 Trademarks The Nearmap trademarks and all associated Intellectual Property Rights are owned by Nearmap. Nothing in the Agreement confers upon the Licensee any rights to use or modify any of Nearmap's trademarks, except that Nearmap grants the Licensee a royalty free, limited non-exclusive, non- transferrable, non-sublicensable license to use Nearmap trademarks to the extent necessary to comply with the Licensee's obligations under the Agreement. 7.3 Derivative Works Subject to compliance with all other terms of this Agreement, the Licensee is granted a non-exclusive right to produce and use Derivative Works for a Permitted Purpose. Unless otherwise notified to the Licensee by Nearmap, the Licensee may continue using Derivative Works following termination or expiry of this Agreement. The Licensee and Nearmap will jointly own all rights in and to any Product embedded in a Derivative Work. 8. THIRD PARTY PROVIDERS 8.1 Nearmap engages Third Party Providers in order to provide the Products. The Licensee agrees to comply with all requirements and restrictions that Third Party Providers may impose on Licensee directly or indirectly by imposition on Nearmap, in relation to their respective products and/or services, at the time of, or subsequent to, the Agreement. The Licensee acknowledges that provision of the Products is subject to, and dependent upon, adequate delivery of products and services by the Third Party Providers. In accordance with section 9 of the Agreement, Nearmap's liability is reduced to the extent that loss or damage of any kind is caused or contributed to, by Third Party Providers. For the Licensee's convenience, Nearmap has set out in this section 8 links to the terms and conditions of these Third Party Providers with which the Licensee is required to comply. The Licensee further acknowledges that by entering into the Agreement, the Licensee agrees to comply with the respective terms and conditions of Third Party Providers, which currently include the Third Party Providers set out below. Third Party Providers and their terms of supply may change from time to time during the Term of the Agreement. (a) Google Nearmap engages Google to supply navigation and geo-location data, and related content. By entering into the Agreement, the Licensee agrees to the Google Terms of Service as they apply to the Licensee. https://www.google.com/enterprise/earthmaps/legal/us/reaps purchase agreem ent apac.html Amazon Web Services (AWS) Nearmap engages Amazon Web Service, Inc. to provide services (AWS Services) which enables delivery of the Products. By entering into the Agreement, the Licensee agrees to comply with the AWS Customer Agreement (http://aws.amazon.com/agreement/) as it applies to the Licensee. Use of the Products is also subject to the Licensee's compliance with the following AWS policies: (i) Privacy Policy (http://aws.arnazon.com/privacy/) (ii) Acceptable Use Policy (http://aws.amazon.com/aup/) (iii) Terms of Use ;http://aws.amazon.com/terms/) (iv) Service Terms (http://aws.amazon.com/serviceterms/) (v) Trademark Use Guideline (http://aws.amazon.com/trademark-q uidelines/); (c) NASA/NCAS By entering into the Agreement, the Licensee agrees to the following NASA/NCAS terms and conditions: (https://www.nearmap.com/legal- information/copyright) 9. WARRANTY AND LIABILITY (h) 9.1 Warranty Nearmap agrees to use industry standard GPS to ensure captured imagery has accurate geographical positioning. 9.2 DISCLAIMER OF WARRANTIES OTHER THAN AS SET FORTH IN SECTION 9.1, THE WEBSITE AND THE PRODUCTS ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND TO THE FULLEST EXTENT PERMITTED BY LAW. NEARMAP AND ITS CONTENT PROVIDERS, AGENTS AND AFFILIATES EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS, STATUTORY OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, NON - INFRINGEMENT, AND COURSE OF DEALING OR PERFORMANCE. 9.3 NO REPRESENTATIONS WHILE NEARMAP USES REASONABLE EFFORTS TO ENSURE THE ACCURACY, CORRECTNESS AND RELIABILITY OF THE PRODUCTS AND THE WEBSITE; NEARMAP MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE ACCURACY, 2 Nearmap US, Inc. Version: 01 Apr 2017 CORRECTNESS OR RELIABILITY OF ANY PRODUCT OR CONTENT CONTAINED ON THE WEBSITE. THE PRODUCTS AND THE WEBSITE ARE SUBJECT TO ERRORS, OMISSIONS, INACCURACIES AND DISTORTIONS AND NEARMAP WILL NOT BE RESPONSIBLE FOR, OR LIABLE FOR ANY CLAIMS MADE BY OR ARISING OUT OF, ANY PERSON OR ENTITY SEEKING TO RELY ON ANY OF THE PRODUCTS OR THE WEBSITE. 9.4 LIMIT OF LIABILITY NEARMAP'S LIABILITY FOR: (A) A BREACH OF A WARRANTY UNDER SECTION 9.1; OR (B) A BREACH OF A WARRANTY WHICH IS IMPLIED OR IMPOSED IN RELATION TO THIS LICENSE UNDER LEGISLATION AND CANNOT BE EXCLUDED, WILL BE LIMITED TO, AT N EARMAP'S OPTION, REPLACING OR REPAIRING THE PRODUCTS OR SUPPLYING PRODUCTS EQUIVALENT TO THE RELEVANT PRODUCTS; OR PAYING THE COST OF REPLACING OR REPAIRING THE PRODUCTS. 9.5 NO LIABILITY FOR CLAIMS TO THE EXTENT PERMITTED BY LAW, IN NO EVENT WILL NEARMAP, ITS CONTENT PROVIDERS, AGENTS OR AFFILIATES BE LIABLE FOR ANY CLAIMS OF ANY KIND ARISING FROM OR CONNECTED WITH THE USE OF THE WEBSITE OR THE PRODUCTS; OR THE UNAVAILABILITY OF THE SAME. INCLUDING BUT NOT LIMITED TO LOSS OF USE, LOSS OF PROFITS OR LOSS OF DATA, AND DIRECT, INDIRECT, INCIDENTAL, PUNITIVE AND CONSEQUENTIAL DAMAGES, WHETHER IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO N EGLIGENCE) OR OTHERWISE. THE LICENSEE IS RESPONSIBLE FOR THE ENTIRE COST OF ALL SERVICING, REPAIR OR CORRECTION REQUIRED DUE TO THE LICENSEE'S USE OF THIS WEBSITE OR THE PRODUCTS. THIS EXCLUSION APPLIES, WITHOUT LIMITATION, TO ANY CLAIMS CAUSED BY OR RESULTING FROM RELIANCE BY A USER ON ANY INFORMATION OBTAINED FROM NEARMAP. 9.6 AGGREGATE LIMIT IN NO EVENT WILL THE AGGREGATE LIABILITY OF NEARMAP, WHETHER IN CONTRACT, WARRANTY; TORT (INCLUDING N EGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), PRODUCT LIABILITY, STRICT LIABILITY OR OTHER THEORY, ARISING OUT OF OR RELATING TO THE USE OF THE PRODUCTS EXCEED 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. 9.7 Third Party Providers The Licensee acknowledges that Nearmap relies on the services of Third Party Providers in order to supply the products and services. Without limiting any of the above, for the avoidance of doubt, to the fullest extent permitted by applicable law, Nearmap will not be liable for any loss, damage, or cost of any kind, which is caused, or contributed to, by a third party service provider. 9.8 Indemnity The Licensee agrees to indemnify Nearmap and its directors, officer, employees, agents and subcontractors, from and against any and all direct or indirect claims, damages, losses, liabilities, expenses and costs (including reasonable attorney's fees and costs) arising from or out of: (a) the Licensee's actual or alleged breach of any provisions of this Agreement; (b) the Licensee's use of the Product for any purpose; and (c) the Licensee's use of, or any third party's use of, or inability to use, any Derivative Works, including without limitation, any output from the Derivative Works. 9.9 Nearmap will provide the Licensee with notice of any such claim or allegation, and Nearmap has the right to participate in the defense of any such claim at its expense. 10. COPYRIGHT COMPLAINTS 10.1 Subject to section 9, if any third party brings a Claim against the Licensee alleging that the Licensee's use of the Products in accordance with this License infringes their copyright ("Infringement Claim"), Nearmap will defend the Licensee against the Claim and pay any settlement to which Nearmap consents or final court - awarded damages for which the Licensee is liable. 10.2 The Licensee must: (a) promptly notify Nearmap of any such Infringement Claim; (b) not make any admissions in relation to the Infringement Claim without Nearmap's prior written consent; (c) permit Nearmap to conduct the defense of the Infringement Claim including all negotiations for settlement; and (d) provide Nearmap with any assistance reasonably requested to allow Nearmap to defend the Infringement Claim. 10.3 Nearmap will have no liability for any Infringement Claim: (a) that arises from any: (I) use of the Product in violation of this Agreement; (ii) modification of the Product by anyone other than Nearmap or a party authorized by Nearmap in writing by Nearmap to modify the portion of the Product applicable to the Infringement Claim; or (iii) third -party products, services, hardware, software or other materials, or a combination of these with the Products would not be infringing without this combination; or (b) if the Licensee fails to comply with section 10.2. 10.4 To the maximum extent permitted by law, this section 10 sets out Nearmap's sole and exclusive liability, and the Licensee's sole and exclusive remedy, for any third party Infringement Claims brought against the Licensee in relation to an infringement of Intellectual Property Rights. 11. PRIVACY POLICY 11.1 Nearmap will use any data supplied by the Licensee as set out in Nearmap's Privacy Policy, available at http /;go.nearmap.com/legal/privacy-policy. 11.2 By entering into this Agreement, the Licensee expressly consents to receiving by email direct marketing communications from Nearmap. 11.3 By entering into this Agreement. the Licensee acknowledges that personal information provided by the Licensee in the course of accessing Products (including, without limitation, credit or debit card details provided by the Licensee for the purpose of paying Nearmap) may be disclosed to and held by one or more of Nearmap's third party suppliers and partners (including. without limitation, providers of payment processing services), and used by those third parties in connection with the supply of Products. Nearmap will have no liability whatsoever with respect to any personal information held by a third party in connection with the supply of Products. 12. FORCE MAJEURE 12.1 Force Majeure Event If a party is unable to perform or is delayed in performing an obligation under this Agreement (except for any obligation to pay money, including Fees) because of an acts of war, terrorism, hurricanes, earthquakes, other acts of God or of nature, strikes or other labor disputes, riots or other acts of civil disorder, embargoes, or other causes beyond the performing party's reasonable control (Force Majeure Event): (a) that obligation is suspended but only so far and for so long as that party is affected by the Force Majeure Event; and (b) the affected party will not be responsible for any loss or expense suffered or incurred by the other party as a result of, and to the extent that, the affected party is unable to perform or is delayed in performing its obligations under this Agreement because of the Force Majeure Event. 12.2 Notice of Force Majeure Event If a Force Majeure Event occurs, the party affected by the Force Majeure Event must: (a) promptly give the other party notice of the Force Majeure Event and an estimate of the non-performance and delay; (b) take all reasonable steps to overcome the effects of the Force Majeure Event; and (c) resume compliance as soon as practicable after the Force Majeure Event no longer affects it. 13. CONFIDENTIALITY 13.1 The Product includes metadata and other confidential and proprietary information of Nearmap (Confidential Information). The Licensee must not use any Confidential Information for any purpose not expressly permitted hereunder and will disclose Confidential Information only to its employees who have a need to know for purposes of this Agreement and who are under a duty of confidentiality no less restrictive than the Licensee's duty hereunder. The Licensee will protect Confidential Information from unauthorized user, access. or disclosure in the same manner as it would protect its own confidential or proprietary information of similar nature and with no less than reasonable care. 14. NOTICES 14.1 All notices and consents will be in writing and will be considered delivered and effective upon receipt (or when delivery is refused) when (a) personally delivered; (b) sent by registered or certified mail (postage prepaid, return receipt requested); (c) sent by nationally recognized private courier (with signature required and all fees prepaid); or (d) sent by email with confirmation of transmission. Notices must be sent to the Licensee at the address set forth in the New Subscription Quote (or if none is specified, the address to which Nearmap sends invoices) and for Nearmap to 10897 South River Front Parkway, Suite 150 South Jordan, UT 84095, USA, or at another address as a party may designate in writing. 15. TECHNOLOGY EXPORT 15.1 The Licensee shall not: (a) permit any third party to access or use the Product in violation of any U.S. law or regulation: or (b) export any software provided by Nearmap or otherwise remove it from the United States except in compliance with all applicable U.S. laws and regulations. Without limiting the generality of the foregoing, the Licensee shall not permit any third party to access or use the Product in, or export such software to, a country subject to a United State embargo (as of the Effective Date, Cuba, Iran, North Korea, Sudan, and Syria). 16. NEARMAP NOW 16.1 Survey During the Term, the Licensee may request a survey of an area which is not covered (in its entirety or in part) by the Coverage Area (Survey). The Licensee must provide a detailed description of the area that is to be covered by the Survey and which is to be included in the Survey Specification. Upon receipt of such a request in writing, Nearmap may,in its absolute discretion, agree to provide the Survey to the Licensee. 16.2 Delivery of Survey Subject to sections 12 and 16.1, Nearmap will deliver the Survey to the Licensee by uploading the Survey to the Website within 6 months of the date on which Nearmap receives payment of the Survey Fee in full from the Licensee. Nearmap will notify the Licensee in writing once the Survey has been uploaded to the Website. 16.3 Availability to other Nearmap customers Nearmap may. at its absolute discretion. allow other customers of Nearmap to access the Survey on the Website. 16.4 Refund of Survey Fee If the Licensee is not in breach of the Agreement and Nearmap elects to terminate the Agreement under section 6.3 prior to delivery of the Survey, Nearmap will refund the Survey Fee to the Licensee. 16.5 Nearmap Basic This Section 16 will not be applicable to the Licensee if the License purchased is for a Nearmap Basic Product. 17. MISCELLANEOUS TERMS 17.1 Nearmap customer The Licensee agrees that Nearmap may identify the Licensee as a Nearmap customer in Nearmap business materials. 17.2 Additional Terms and Conditions The Additional Terms and Conditions form pad of, and should be read in conjunction with. this Agreement. 17.3 Precedence of Documents This Agreement is comprised of: (a) the New Subscription Quote; (b) the Additional Terms and Conditions: and (c) this agreement. If there is any ambiguity or inconsistency between the documents comprising the Agreement, the document appearing higher in the list will have precedence. 17.4 Independent Contractors The parties are independent contractors and will so represent themselves in all regards. Neither party is the agent of the other, and Nearmap US, Inc. Version: 01 Apr 2017 3 neither may make commitments on the other's behalf. The parties agree that no Nearmap employee or contractor will be an employee of the Licensee. 17.5 Construction The parties agree that the terms of this Agreement result from negotiations between them. This Agreement will not be construed in favor of or against either party by reason for authorship. 17.6 Waiver Neither party will be deemed to have waived any of its rights under this Agreement by lapse of time or by any statement or representation other than by an authorized representative in an explicit written waiver. No waiver of a breach of this Agreement will constitute a waiver of any other breach of this Agreement. 17.7 Severability If one or more of the terms of the Agreement are found to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining terms will not be affected. 17.8 Amendments Other than as expressly specified in this Agreement, this Agreement may only be varied with the written consent of Nearmap and the Licensee. 17.9 Assignment This Agreement shall not be assigned by either party without the prior written consent of the other party which shall not be unreasonably withheld; provided, however, that Nearmap may, upon written notice to the Licensee, assign all of its rights under this Agreement to (i) a parent, subsidiary or Affiliate of Nearmap, (ii) a purchaser of all or substantially all assets related to this Agreement, or (iii) a third party participating in a merger, acquisition, sale of assets or other corporate reorganization in which Nearmap is participating. Any attempt to assign this Agreement in violation of this provision shall be void and of no effect. This Agreement shall bind and inure to the benefit of the parties and their respective successors and permitted assigns. 17.10 Entire Agreement This Agreement: (a) comprises the entire agreement and understanding between the parties on everything connected with the subject matter of this Agreement; and (b) supersedes any prior agreement or understanding on anything connected with that subject matter. 17.11 Counterparts This Agreement may consist of a number of counterparts and if so the counterparts taken together constitute one and the same instrument. This Agreement is not binding on any party unless one or more counterparts have been duly executed by, or on behalf of, Nearmap and the Licensee. 17.12 Governing Law This Agreement will be governed by and construed in accordance with the laws of the State of Utah applicable to agreements made and to be entirely performed within the State of Utah, without resort to its conflict of law provisions. 18. DEFINITIONS In this Agreement: Additional Terms and Conditions means the additional terms and conditions (if any) set out in Schedule 1. Affiliate means, with respect to Nearmap, any entity that controls or is controlled by such party, or is under common control with Nearmap. For purposes of this definition, an entity shall be deemed to control another entity if it owns or controls, directly or indirectly, at least fifty per cent (50%) of the voting equity of another entity (or other comparable interest for an entity other than a corporation) Authorized User means the number of person specified in the "Seats" section of the New Subscription Quote, who have been granted access to the Product by the Licensee pursuant to the term and conditions of this Agreement and who either has been assigned a unique Nearmap user login credential or whom the Licensee has assigned a user login credential that enables access to the Product. Auto Renew means the section of the New Subscription Quote titled "Auto Renew". Business Days means any day other than a Saturday, a Sunday or a recognised public holiday. Claim means any claim, cost (including legal costs on a solicitor and client basis), damages, debt, expense, tax, liability, loss, obligation, allegation, suit, action, demand, cause of action, proceeding or judgment of any kind however calculated or caused, and whether direct or indirect, consequential, incidental or economic. Commencement Date means the date as specified in the "Contract Commencement' section of the New Subscription Quote. Commercial Purpose means to distribute, transfer, sell, sub -license or pass possession of any Products (in whole or in part) for the purpose of direct commercial benefit or gain by the Licensee. Coverage Area means the area specified in the "Coverage" section of the New Subscription Quote for which Nearmap has available Products, which may cover part or all of that area and which may cover part (but not all) of the area covered by the Survey. Derivative Work means any new work created by or for the Licensee that includes or embeds all or part of a Nearmap Product. Excess Data Rate means the rate of additional fees that the Licensee pays per megabyte for its use of the Products beyond the Period Data Allowance, being: (a) if the Licensee pays its Fees on a monthly basis, the Fees per month divided by the Periodic Data Allowance; or (b) if the Licensee pays its Fees on a yearly basis, the Fees per year divided by 12 divided by the Periodic Data Allowance. Fault means any fault, failure, error or defect which prevents the Licensee from accessing the Products, other than where access is prevented due to a planned outage, because of an unforeseeable event beyond Nearmap's reasonable control or any conduct or activity undertaken by the Licensee, the Licensee's employees or agents. Fees means the fees specified in the New Subscription Quote payable by the Licensee for the License, or as otherwise agreed in writing between Nearmap and the Licensee. Intellectual Property Rights includes all industrial and intellectual property rights throughout the world including copyright, moral rights, trademarks, patents, rights to protect confidential information and any similar rights. Late Payment Fee means a fee, as notified by Nearmap to the Licensee, corresponding to the costs incurred by Nearmap (including, without limitation, administrative and other costs) in recovering any payment not made by the Licensee on the due or scheduled date for payment. Late fees incur interest at the rate of 1.5% per month. License means the license granted in section 1.1. Licensee means the person or entity specified in the "Customer Name" section of the New Subscription Quote. Nearmap means Nearmap US, Inc. New Subscription Quote means the document produced after the Licensee places an initial order for the Product(s) or requests any changes to its' License which may be titled "Renewal Quote" or "Amendment Quote". Operational Hours means 9am to 5pm PT. Period means monthly unless otherwise notified by Nearmap. Periodic Data Allowance means the data allowance specified in the "Allowance" section of the New Subscription Quote unless otherwise agreed in writing between Nearmap and the Licensee. Permitted Purpose means the use of Products by the Licensee in the Licensee's ordinary business and at all times excludes any: (a) Commercial Purpose; (b) Unlawful Purpose; (c) Integration or attempt to integrate the Product in an internal system of the Licensee or of a third party; and (d) Redistribution or copying of files, images, photographs or making such files, images or photographs available in any medium or manner that is contained in the Products to any third party (except as expressly permitted under this Agreement). Products means any Nearmap products specified in the New Subscription Quote and, if applicable, the Survey. Schedules means the schedules to the New Subscription Quote, which form part of this Agreement. Subscription Period means the period stated in the "Subscription Period" column of the New Subscription Quote. Subscription Start Date means the date specified in the "Subscription Start Date" section of the New Subscription Quote. Survey has the meaning (if any) given to that section 16.1. Survey Fee means the fee for the Survey as agreed in writing between Nearmap and the Licensee. Survey Specification means the survey specification referred to in the New Subscription Quote. Term means the term specified in the "Contract Term" section of the New Subscription Quote, commencing on the (a) Commencement Date, or(b) Subscription Start Date (if a date is specified), whichever is a later date unless a Subscription Period is stated. Third Party Providers means third party providers of products and services to Nearmap. Unlawful Purpose means any unlawful purpose, including but not limited to stalking, harassing or intimidating any person or engaging in misleading or deceptive conduct. Website means all pages and sub -sites available within the nearmap.com domain. Nearmap US, Inc. Version: 01 Apr2017 4 3/13/2018 Product -Specific Terms (US) ProductSpecitic I erms Y Des of Y rodu c Ls: Advantage Sta rtes Nealtmap;for •Government ema.p Vertical' far GovernGovernment e,rmp Panorama for Governm,nt N-earmap Obliques ,fo Government germs and Con ions applicab'e to Advantage Starter 1. Section. 1.6 of the Products Agreement does not apply to this introductory offer. The Licensee acknowledges that its use of the Product is subject to Nearmap's Fair Use Policy which is Jp published at(http://gp.nearmap.com/legalifair-use-polidy). The Product is only available through Nearmap's MapBrowser and compatible GIS/CAD integration with no AP9/TMS access. The licensee is not permitted to pre -fetch, cache, index or store any content through its use of the Product to be used outside of the License, except the Licensee may store limited amounts of content solely for the purpose of improving its use of the Proc ucts, and only if such storage (a) is temporary (and in no event more than 30 calendar days), (b) secure, (c) does not manipulateoraggregate any part of the content or License and Cd) does not modify attribution 'in any way. The Licensee is not permitted to use the Product in a manner that gives the Licensee or a third party access to mass downloads or bulk feeds of any content Back to Tba errns an d Conditions appi pPoducts cabbe . E , o n+ • 1 I t. I.�C.•-:. fit; • .1 l Sidi 47 c.: c, yil n. tti 4 • -t -• , •: ••••I 4• ...E _ ' https://go.nearmap.com/legal/us-product-specific-terms 1/3 3/13/2018 Product -Specific Terms (US) y r ' c 1 ' �:COM AV 1C7".h!.:. a:'ifil- 7h4�5k..vhi. " ;wc 45t 2. Section 1.6 of the agreement does not apply to this License. 3. Definitions of "Periodic Data Allowance" and "Excess Data Rate" in the agreement do not apply to this License. 4. The Licensee agrees that the right to use the Product is only to be used, solely by the Licensee anc at all times excludes making the Product available in any medium or manner (including but not limited to sharing or using the License (as defined in the Products Agreement)) with: a. any lower tier government, including but not limited to cities and township; b. any neighboring local governments, including but not limited to county, parish, city, or town governments; and/or c. any higher tier government, including but not limited to county, parish, state or provincial agency. 5. Annual Actual Usage Nearmap measures data usage by the Licensee under this License as follows: a. the data allowance used by the Licensee will be calculated at the end of the Term (or Renewal Term), based on the total data usage of all users who access and use the Licensee's Nearmap account during the Term (or Renewal Term) (Annual Actual Usage); and b. if the Licensee elects to download Products available to the Licensee on the Website or accesses the Product through other delivery methods made available by Nearmap from time to time, this will be applied to the Annual Actual Usage. The Licensee may have the option to elect to download high resolution images. Downloading these images will lead to a higher Annual Actual Usage than downloading a lower resolution image. 6. Renewal If the Agreement is renewed by mutual agreement between the parties, the parties will in good faith discuss the appropriate Annualized Estimated Usage of the Renewal Term based on the Licensee's usage pattern and/or the Annual Actual Usage during the current Term. 7. The Licensee is not permitted to a. use its access to the Website or the Products under this Agreement for the purposes of creating a database of images for resale, distribution, sub -license or other commercial purposes (unless expressly permitted under the Agreement) and mass downloads or bulk feeds of any imagery; https://go.nearmap.com/legal/us-product-specific-terms 2/3 3/13/2018 Product -Specific Terms (US) Licensee does so temporarily, securely, and in a manner that coes`not permit use of the Content outside of the License, goes not manipulate or aggregate any Content or portion of the Products and does not prevent Nearmap from accurately tracking usage and does not moe -attribution-'in, any way; and, c. review, analyze and process the Products through use of machine learning tools, this includes creation of any new proc ucts by the Licensee. B. For the purposes Qf this Nearmap for Government Proc uct-Specific Terms, a. Content means any content made mailable to the Licensee in connection with the, License and the Website; and b. Annualized Estimated Usage means the permittec use of data specified, in the New Subscription Quote (or Renewal Quote and A.nienc Trent Quote ) by the Licensee for the period of one (1) year from the Commencement Date. Back 'to Top .�—{fin � >.: r. • �. 5 eT; : w, ,.. .4111f --F_uy1 M?""!•""L`--1.-1. a. 1 n. J _ .TS t. • 7---,-c...,Y•xrY.a .a.Trr l •4 �., w(A l]-/•..li , a1 :.{.Ii1.1.dt1w.�J/�..�[• '��`-S�4V NFU �YMI.•. u https://go.nearrnap.com/legal/us-product-specific-terms 3/3 " L. 3/13/2018 Products Details and Coverage Area (US) • -roducts Details and lypes of Products: )ve ra e Area • Nearmap-Vertical (non -government) ` aNearn1ao Oblique (non -government} Nearmap for Government ` a "inap .rtitai .orC:o e Na { }'tap Panoi fo r for .Iover1 met . Nea'rm i pOblique Foerme:n` ProdU:et � e (han: • etaits and Coverage Area for Nea 0 rn ent) r a non -government) and Nearmap The current coverage area is outlined at https://go.nearmap.com/current-aerial-maps. Coverage as available from the date of your Agreement. * The coverage area for Oblique imagery will be updated from time to time. Back to Top Product Cetaiks and Coverage Area for Nearmap r Govern ent roc ucts * The coverage area for Panorama imagery and Oblique imagery will..be updated from time to time. The current coverage area is outlined at https://go.nearmap.com/current-aerial-maps. Coverage as available from the date of your Agreement. Coverage as available from the date of your Agreement. https://go.nearmap.corn/us-products-details-coverage-area#Nearmap_V O_Comm 1/2 3/13/2018 Products Details and Coverage Area (US) https://go.nearmap.com/us-products-details-coverage-area#Nearmap_V O_Comm 2/2 3/13/2018 nearmap - Fair Use Policy ,A) c9.yex4:eb`x;scSe.uga� ardtairValrara 1. It is important to nearmap that all customers are able to access the Products. and Services. Accordingly, we have devised a Fair Use Policy that applies to the data usage of the Products and services. 2 In this Fair Use Policy: a, Excessive Use has the meaning given to that term in douse 7 of this Fair UsePolicy; b. Fair Use Poky means this policy: to nerm p, we, us or .lour means nearmap US, Inc.; d. P,- ucts has the meaning given to that term in Your nearnn apAgreementg e. Services has the meaning given to that term in Your nearmap Agreement; f. You or Your means:any customer of neon ap; go Your net rap Agreement means the agreement pursuant to which nearmap provides You with various products and services; and ha Unr nabGe Use? has the meaning given to that term in clause 5 of this Fair Use Policy. 3 We reserve the right to vary the terms of this Fair Use Policy from time to time. 4. This Fair Use Policy is in addition to Your nearmap Agreement and in the event of any inconsistency between the terms of this Fair Use Policy and the terms and conditions of Your nearmap Agreement, Your nearrnap Agreement prevails. 5 It is unreasonable use of the Products and services where Your use is reasonably considered by nearmao to be fraudulent use, to be contrary to {I. L 4 ' s w y, • . -. {3 • Wn jrr • V .t••7 r. • • re-s. lw ..,.,.a :CZ'''. r,, ._11 . 1 J.: 10 —I.' • • _.T 1•. ��t 1� a• �}l 1 rr • https://go.nearmap.com/legal/fair-use-policy 1/4 3/13/2018 nearmap - Fair Use Policy Your nearmap Agreement or to adversely affect other nearmap customers' use of or access to the Products and Services. 6. Among other things, "fraudulent use" includes resupply of the Products and Services without nearmap's consent so that someone else may access or use the Products and Services or take advantage of the Products and Services. Excessive Use 7. Excessive Use is a continuing and unreasonably disproportionate use of the Products and Services when compared to other average individual named users. 8. Excessive Use of Products and Services is where an individual named user's monthly data usage exceeds 1GB. nearmap's Rights 9. Where Your use of the Products and Services constitutes Unreasonable Use and/or Excessive Use, nearmap may contact You to discuss changing Your usage pattern so that it conforms with this Fair Use Policy, or to upgrade to a more suitable Product or Service (if applicable). 10. If, after nearmap has contacted You, Your Unreasonable Use and/or Excessive Use continues, nearmap may, without further notice to You: a. restrict Your access to low resolution imagery for the remainder of the month; and/or b. restrict Your access to low resolution imagery for the remainder of the month until Your data allowance is reset at the beginning of the next month (if applicable); and/or c. restrict Your access for the remainder of the month; and/or d. restrict Your access to nearmap until Your data allowance is reset at the beginning of the next month (if applicable); and/or e. immediately cease Your access to nearmap; and/or d. exercise any other right available to nearmap under the terms of Your nearmap Agreement. https://go.nearmap.com/legal/fair-use-policy 2/4 3/13/2018 nearmap - Fair Use Policy Near US Biog Recent Captures FSt_ess Room White Papers Case Studies 'V 1 1 n c rs Videos r' COMPANY About Us Careers f Lids Coverage fnvPctnrc tI G r P 0 Y G~ C iS/Ct F E� /CAD/ C MA Phn o1 ap 1 a API � cumenta i on Support Requests CONNECT WIT Sign up for our Newsletter NIEL _ _ © 2018 Nearmap Lido / Nearmap US, Inc ..�,..Z-r'0 -ri. _�.2•_-.�._ _..�.ra...__. _._ ....+.l..rn-ar,��. +�e1 +>.+ �ri[.�>'..1t....-r�---..• d"• 3 rm- ▪ n -r•.. -,-,s, v_.._ `.- .ti_. . r.1 _ ` • o. https://go.nearmap.com/legal/fair-use-policy 3/4 3/13/2018 nearmap - Fair Use Policy i 1-R44 Terms or s- 1 t https://go.nearmap.com/legal/fair-use-policy 4/4 '‘,44,41" -el - of I Yir current: clear: change Ow 4111W Si a Ow S hotoMapsT this document rovides an ow'rvie��3 ii ci. u.dftn c. pe n sin • visit ne.rmap.com/coverage tche current N 0 7 • flQRr �Li, Coverage - nearrnap us.nearrnap.comicoverage Los Angeles ` Edmonton ,04.1.4,-.57.3:1,,;. t 0NT.ANA A''":ir'INi; ()Las Vegas AIIIF'.(IN A O . -- _ Phoenix SaT Diego t Vor NEeRRA $KA United States K 1. rrt i i C] M A h ' • Search IC I I jfz;`,:''J Chicago U. toronto Ii+'F.1: • i", F1 .i II 8 Ottawa Morlt'eal C .O ; srl 111 F T• td F1°d '`C.)14 b. ILLINoiS PENNSYLVANIA MHO INDIANA td:1 MI ii(ERr / 'MG f+( kFtir_ 41r•: ti' Et•IN �yr.f• NlJHI I Dallas N'9IS 1SS Pc)I S5 t.J'.FiA e A - Iioustor.' Mexico I-Iawina ,Guadalajara }._ Cuba of Y P_•1 T d fl .2I; I3 3ooyIe, <�iEG', Inav/Geosasternas SRL , Term. ` ,n 4a .•fl ,,11' • 1 • • As . `S'•v"•{• ovl..:?ra1, e • a u•_ l'M.�. w—. ... o'. .a rac ....v•. omit••• Searc Please search for an address to check if ifs within the nearrm p coverage area: • ay', V Y• f:74,J•l G/ ^ . • 7, •rr tl' a` ` 4 Metro Areas Several updates per year Overview SOUTH AMERICA Visit nearmap.com/co•. erage to check current coverage in detail ,'s map coverage zisciescribec, i dodum.erit is ;s}`. ne'armap'does not g.:arantee that maps of.a paretic - will be at aila le at any point in tin: .T,, is .. current, :accurate, correct or relict,:c.. s rac:ys nea n-:r:a conducts r A • !D nM+ MT • AZ Pvl E tisk 1a IAexico Tit @K. AR MS N a 01 Metro Areas Several updates per year Cities At least one update per year Overview Canada United States Mexico • • IS Visit nearmapecom/coverage to check current coverage in detail ;s :a=�•n,-1)c,.._ ra�c :, . document . .23rn1'.9°.) does no - _. ... L' 'naps of a ;crapi by ....L^b e at any -point in time s current. accurate, n r .,��t.:,�;:. . , a...,...fi�Y°�F t;£'i, t:l' or reliable. _nd nun.. .:i of aerial s.IJrier5'. .earmar) conducts inge wunout prior -notice andisundertaken at r. , I t SI ,f J3 .d+ • I • .i4 aka' S •+-„i? Nrk'�dN�:.—.X r '1 c• T U Map data c f O'7 Google Metro Areas Several updates per year Po y Visit near maip.corn/coverage to check current coverage in detail ea?,napts m a cc vc roots o'-i:y i.earrn p:_'. not r'. . .:� iocation I'FE; date, time a , .. is document 1 I rrison ura visetarrai Virginia Beach Map p data _ _ 7 r metro Areas Several updates per year Pal Fri :>t:. -, . >t>3 �+....z. 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I 44. t '. •1• 7a.ljtr.:..1"1.1 t t 71:* S ../ .:5 •r. drip, 'e ? • F�� • • vi • • tarn • a - art • its in= wick 1. 4-0 • .oeur d'Alene • e. mut • 4 . ..:c:ti....t4AW...%4::P7::::?::P4:4:vij•.::,:n :::1 4.4:\ 2: . I it. ' 1: 0,11 ...::.' " 1.: 1? •715 :11 :11 :11 :)75.1..12 . il Ar trk • Lai tit Yin • • am • aa etr • • • 05 • .4 MEMORANDUM t/7 TO: Esther Gesick, Clerk to the Board February 21, 2018 FROM: Ryan Rose, Chief Information Officer SUBJECT: B1800042, Aerial Imagery Collection BOCC Approval Date: March 7, 2018 Bids were received and opened on February 2, 2018 for Weld County Aerial Imagery Collection. Four (4) bids were received ranging from $65,000 to $83,316. Attached is the bid tabulation for your information. The aerial imagery collected through this bid will ultimately be displayed on the Property Portal and other Weld County GIS Applications. The Information Technology staff reviewed all of the bids. Nearmap out of Utah proposed the lowest cost solution of $325,000 (five-year cost) and provides a solution that will meet our requirements. Year One cost will be $65,000 for the initial cost of the data collection and the first year of hosted services. Years Two -Five costs are optional and would be $65,000/year for annual data collections and hosted services. With the above information, I recommend the board award the bid for Weld County Aerial Imagery Collection to Nearmap for a total amount of $65,000. 2nr8-o64I tTi o7 WELD COUNTY Dept. of Information Technology 1401 North 17th Avenue, Greeley CO 80631 E-mail: Imundt(a weldgov.com Phone: (970) 400-2521 Fax: (970) 304-6572 DATE OF BID: February 2, 2018 REQUEST FOR: Weld County Aerial Imagery Collection DEPARTMENT: INFORMATION TECHNOLOGY BID NO: #B1800042 PRESENT DATE: February 21, 2018 APPROVAL DATE: March 7, 2018 Vendor Name Product Total Bid Annual Total 5 Year Address Amount Support Cost (includes first year support) Contract Nearmap 10897 South River Front Parkway Suite 150 South Jordan, UT 84095 3" hosted imagery 6" hard copy tiles 750 sq mi 2x/yr $43.33 / Sq Mi $65,000 Optional $65,000 If annual, $325,000 Sanborn 1935 Jamboree Dri' e Suite 100 Colorado Springs, CO 80920 6" hard copy tiles $56.14 / Sq Mi $67,368 Optional $67,368 If annual, $336,840 Pictometry 25 Methodist Hill Dr. Rochester, NY 14623 6" hard copy tiles Includes obliques $62.50 / Sq Mi $75,000 Optional $75,000 If annual, $375,000 Fugro 4350 Airport Road Rapid City, SD 57703 6" hard copy tiles $69.43 / Sq Mi $83,316 Optional $83,316 If annual $416,580 ** Bids are being reviewed at this time by dept.** 2018-0541 Hello