TerraPixel 6701 Democracy Blvd Bethesda, MD 20817 Carahsoft Rider to Manufacturer Agreements (for U.S. Government End Users) 1. Scope. This Carahsoft Rider and the Manufacturer Agreement establish the terms and conditions enabling Carahsoft to provide Software and Services to U.S. Government agencies (the "Client" or Licensee). 2. Applicability. The terms and conditions in the attached Manufacturer Agreement are hereby incorporated by reference to the extent that they are consistent with Federal Law (e.g., the Anti-Deficiency Act (31 U.S.C. 1341(a)(1)(B)), the Contracts Disputes Act of 1978 (41. U.S.C. 601-613), the Prompt Payment Act, the Anti-Assignment statutes (31 U.S.C. 3727 and 41 U.S.C. 15), 28 U.S.C. 516 (Conduct of Litigation Reserved to Department of Justice (DOJ), and 28 U.S.C. 1498 (Patent and copyright cases)). To the extent the terms and conditions in the Manufacturer's Agreements are inconsistent with the Federal Law (See FAR 12.212(a)), they shall be deemed deleted and unenforceable under any resultant orders under Carahsoft s contract #GS-35F-0119Y, including, but not limited to the following: (a) Contracting Parties. The Government customer (Licensee) is the Ordering Activity, defined as an entity authorized to order under Government contracts as set forth in Government Order 4800.2G ADM, as may be revised from time to time. The Licensee cannot be an individual because any implication of individual licensing triggers the requirements for legal review by Federal Employee unions. Conversely, because of competition rules, the contractor must be defined as a single entity even if the contractor is part of a corporate group. The Government cannot contract with the group, or in the alternative with a set of contracting parties. (b) Changes to Work and Delays. Subject to GSAR Clause 552.243-72, Modifications (Federal Supply Schedule) (July 200 0) (Deviation I 2010) (AUG 1987), and 52.212 -4 (f) Excusable delays. (JUN 2010) regarding which the GSAR and the FAR provisions shall take precedence. (c) Contract Formation. Subject to FAR Sections 1.601(a) and 43.102, the Government Order must be signed by a duly warranted contracting officer, in writing. The same requirement applies to contract modifications affecting the rights of the parties. All terms and conditions intended to bind the Government must be included within the contract signed by the Government. (d) Audit. During the term of this Agreement: (a) If Ordering Activity's security requirements included in the Order are met, Manufacturer or its designated agent may audit Ordering Activity's facilities and records to verify Ordering Activity's compliance with this Agreement. Any such audit will take place only during Ordering Activity's normal business hours contingent upon prior written notice and adherence to any security measures the Ordering Activity deems appropriate, including any requirements for personnel to be cleared prior to accessing sensitive facilities. Carahsoft on behalf of the Manufacturer will give Ordering Activity written notice of any non-compliance, including the number of underreported Units of Software or Services ("Notice"); or (b) If Ordering Activitys security requirements are not met and upon Manufacturer's request, Ordering Activity will run a self-assessment with tools provided by and at the direction of Manufacturer ("Self-Assessment") to verify Ordering Activity's compliance with this Agreement. (e) Termination. Clauses in the Manufacturer Agreement referencing termination or cancellation the Manufacturers EULA are hereby deemed to be deleted. Termination shall be governed by the FAR 52.212-4 and the Contract Disputes Act, 41 U.S.C. 601-613, subject to the following exceptions: Carahsoft may request cancellation or termination of the License Agreement on behalf of the Manufacturer if such remedy is granted to it after conclusion of the Contracts Disputes Act dispute resolutions process referenced in Section Q below or if such remedy is otherwise ordered by a United States Federal Court.. (f) Consent to Government Law / Consent to Jurisdiction. Subject to the Contracts Disputes Act of 1978 (41. U.S.C 7101-7109) and Federal Tort Claims Act (28 U.S.C. 1346(b)). The validity, interpretation and enforcement of this Rider will be governed by and construed in accordance with the laws of the United States. In the event the Uniform Computer Information Transactions Act (UCITA) or any similar federal laws or regulations are enacted, to the extent allowed by law, it will not apply to this Agreement, and the governing law will remain as if such law or regulation had not been enacted. All clauses in the Manufacturer Agreement referencing equitable remedies are deemed not applicable to the Government order and are therefore deemed to be deleted. (g) Force Majeure. Subject to FAR 52.212 -4 (f) Excusable delays. (JUN 2010). Unilateral Termination by the Contractor does not apply to a Government order and all clauses in the Manufacturer Agreement referencing unilateral termination rights of the Manufacturer are hereby deemed to be deleted. (h) Assignment. All clauses regarding Assignment are subject to FAR Clause 52.232-23, Assignment of Claims (JAN 1986) and FAR 42.12 Novation and Change-of-Name Agreements, and all clauses governing Assignment in the Manufacturer Agreement are hereby deemed to be deleted. (i) Waiver of Jury Trial. All clauses referencing waiver of Jury Trial are subject to FAR Clause 52.233-1, Disputes (JUL. 2002), and all clauses governing waiver of jury trial in the Manufacturer Agreement are hereby deemed to be deleted. (j) Customer Indemnities. All Manufacturer Agreement clauses referencing Customer Indemnities are hereby deemed to be deleted. (k) Contractor Indemnities. All Manufacturer Agreement clauses that (1) violate DOJs right (28 U.S.C. 516) to represent the Government in any case and/or (2) require that the Government give sole control over the litigation and/or settlement, are hereby deemed to be deleted. (l) Renewals. All Manufacturer Agreement clauses that violate the Anti-Deficiency Act (31 U.S.C. 1341, 41 U.S.C. 11) ban on automatic renewal are hereby deemed to be deleted. (m) Future Fees or Penalties. All Manufacturer Agreement clauses that violate the Anti-Deficiency Act (31 U.S.C. 1341, 41 U.S.C. 11), which prohibits the Government from paying any fees or penalties beyond the Contract amount, unless specifically authorized by existing statutes, such as the Prompt Payment Act, or Equal Access To Justice Act 31 U.S.C. 3901, 5 U.S.C. 504 are hereby deemed to be deleted. (n) Taxes. Taxes are subject to FAR 52.212-4(k), which provides that the contract price includes all federal, state, local taxes and duties. (o) Third Party Terms. Subject to the actual language agreed to in the Order by the Contracting Officer. Any third party manufacturer will be brought into the negotiation, or the components acquired separately under Federally-compatible agreements, if any. Contractor indemnities do not constitute effective migration. (p) Installation and Use of the Software. Installation and use of the software shall be in accordance with the Rider and Manufacturer Agreement, unless an Ordering Activity determines that it requires different terms of use and Manufacturer agrees in writing to such terms in a valid task order placed pursuant to the Government contract. (q) Dispute Resolution and Venue. Any disputes relating to the Manufacturer Agreement and to this Rider shall be resolved in accordance with the FAR, and the Contract Disputes Act, 41 U.S.C. 7101-7109. The Ordering Activity expressly acknowledges that Carahsoft, on behalf of the Manufacturer, shall have standing to bring such claim under the Contract Disputes Act. (r) Limitation of Liability: Subject to the following: Carahsoft, Manufacturer and Ordering Activity shall not be liable for any indirect, incidental, special, or consequential damages, or any loss of profits, revenue, data, or data use. Further, Carahsoft, Manufacturer and Ordering Activity shall not be liable for punitive damages except to the extent this limitation is prohibited by applicable law. This clause shall not impair the U.S. Governments right to recover for fraud or crimes arising out of or related to this Government Contract under any federal fraud statute, including the False Claims Act, 31 U.S.C. 3729-3733. (s) Advertisements and Endorsements. Unless specifically authorized by an Ordering Activity in writing, such use of the name or logo of any U.S. Government entity is prohibited. (t) Public Access to Information. Manufacturer agrees that the Agreement and this Rider contain no confidential or proprietary information and acknowledges the Agreement and this Rider will be available to the public. (u) Confidentiality. Any provisions that require the Licensee to keep certain information confidential are subject to the Freedom of Information Act, 5 U.S.C. 552, and any order by a United States Federal Court. MASTER SERVICES AGREEMENT Customer Name: Master Effective Date: By: By: Title: Title: Date: Date: Address for notice: With a copy to Address for notice: With a copy to: Terra Pixel, LLC Cooley, LLP 11951 Freedom Drive 11951 Freedom Drive 13th Floor 15th Floor Reston, VA 20190 Reston, VA 20190 Attn: Rony Ledany Attn: Adam J. Ruttenberg, Esq. Custom Arrangements [Custom Arrangements to be inserted to the extent that they apply across the entire deal (e.g., promotional support, bundled pricing)] TERRA PIXEL CONFIDENTIAL INFORMATION 494203 v1/RE This TERRA PIXEL MASTER SERVICES AGREEMENT (the MSA) is entered into as of the Master Effective Date by and between Terra Pixel, LLC (Terra Pixel) and company listed in the signature block below (the Customer) (each of Terra Pixel and Customer, a Party and collectively, the Parties). The Agreement will govern the use and provision of any Services purchased by Customer as described in any Schedule. Terra Pixel has developed geospatial services, generally provided as Data-as-a-Service offerings that allow companies to reduce the total cost of information technology infrastructure and easily integrate geospatial data with applications and geographic information system (GIS) software that interfaces with Bing Maps APIs and Open Geospatial Consortium (OGC) WMS, WCS & WFS Web Services. The service may also incorporates the Bing Maps Spatial Data Services and a developer friendly APIs. For the good and valuable consideration set forth herein, the Parties agree as follows: 1. DEFINITIONS. 1.1 Access Protocols means login information, passwords, security protocols, and policies through which Authorized Users access a Terra Pixel Service. 1.2 Agreement means collectively the MSA, all Schedules and all other amendments, exhibits and schedules incorporated into the MSA. 1.3 Authorized User means each of Customers employees, agents, and independent contractors who are provided Access Protocols by Customer or Terra Pixel. 1.4 Confidential Information means all written or oral information, disclosed by either Party to the other, related to the business, products, services or operations of either Party or of a third party that has been identified as confidential or that by the nature of the information or the circumstances surrounding disclosure ought reasonably to be treated as confidential, including, without limitation: (i) trade secrets, inventions, ideas, processes, computer source and object code, formulae, data, programs, other works of authorship, know-how, improvements, discoveries, developments, designs and techniques; (ii) information regarding products, plans for research and development, marketing and business plans, budgets, financial statements, contracts, prices, suppliers and agents; (iii) information regarding the skills and compensation of the disclosing Partys employees, contractors, and other agents; and (iv) the existence of any business discussions, negotiations, or agreements between the disclosing Party and the receiving Party or any third party. Without limiting the foregoing, and for purposes of this Agreement, the Terra Pixel Services (including the Documentation) will be the Confidential Information of Terra Pixel. For the avoidance of doubt the Parties state that the Customer Content is the property of Customer and not the Confidential Information of Terra Pixel. 1.5 Customer Content means the data or content, including applicable trademarks, provided by Customer via a Terra Pixel Service or otherwise identified as Customer Content in a Schedule. 1.6 Documentation means text and/or graphical documentation, whether in electronic or printed format, provided by Terra Pixel to Customer that describes the features, functions and operation of a Terra Pixel Service. 1.7 Fees means the fees and charges set forth in the applicable Schedule or accepted purchase order. 1.8 Schedule means a document signed by an authorized representative of each Party identifying the specific Service(s) to be made available, the fees to be paid and other relevant customized terms and conditions. 1.9 Schedule Term means the term of any Schedule as set forth in the Schedule. 1.10 Services means any Terra Pixel Services and any other services ordered by Customer, to be provided by Terra Pixel, as set forth in a Schedule. 1.11 Terms of Service means the terms of service for the Terra Pixel website. 1.12 Terra Pixel Service means a Terra Pixel Data-as-a-service application identified in any Schedule that allows Authorized Users to access the certain features and functions through a web interface. A reference to any Terra Pixel Service includes the Documentation. Terra Pixel Services include Streamap Web Map Tiling Service (WMTS)/Image Patch and the resale and provision of Bing Maps. 2. SERVICES. Subject to the terms and conditions of this Agreement, Terra Pixel will provide the Services to Customer in a workmanlike and professional manner in accordance with industry standards. The Services to be provided by Terra Pixel under this Agreement will be described and set forth in one or more Schedules agreed upon by the Parties from time to time. Each Schedule will be incorporated into the Agreement by reference. 3. ACCESS, RIGHTS AND RESTRICTIONS. 3.1 Access Grant. Subject to Customers compliance with the terms and conditions contained in this Agreement, Terra Pixel hereby grants to Customer a non-exclusive, non-transferable, non-sublicenseable, revocable right to allow Authorized Users to access a Terra Pixel Services for the Schedule Term, as both are set forth in the applicable Schedule. Customer may condition Authorized Users use of the Terra Pixel Services on their acceptance of and compliance with the Terms of Service. Customer shall undertake reasonable efforts to make all Authorized Users aware of the provisions of the Terms of Service. 3.2 Access Protocols. Customer will safeguard, and ensure that all Authorized Users safeguard the Access Protocols. Customer will be responsible for all acts and omissions of Authorized Users. Customer will notify Terra Pixel immediately if it learns of any unauthorized use of any Access Protocols or any other known or suspected breach of security. 3.3 Customer Restrictions. Customer will not: (a) adapt, alter, modify, improve, translate or create derivative works of the Services; (b) reverse engineer, decompile, disassemble or otherwise attempt to reconstruct or obtain the source code to all or any portion of the Services; and (c) except as may be specifically provided in a Schedule, or otherwise approved by Terra Pixel in writing, provide any third party access to any Terra Pixel Service or use the Services on behalf of any third party, including as part of a time-sharing, outsourcing or service bureau environment. 3.4 Proprietary Rights and Confidential Information. (a) Confidential Information. TERRA PIXEL CONFIDENTIAL INFORMATION 494203 v1/RE (i) Use and Disclosure. During this Agreement, each Party will have access to the other Partys Confidential Information. Except as otherwise expressly permitted, and without limiting each Partys obligations, under this Agreement, each Party agrees as follows: (A) it will not disclose the Confidential Information of the other Party to anyone except its employees, contractors and advisors who have a need to know, (B) to not use or reproduce the Confidential Information disclosed by the other Party for any purpose other than exercising its rights and performing its obligations as described herein; (C) that each Party will take no less than commercially reasonable measures to protect the secrecy of, and void disclosure and unauthorized use of, the Confidential information; and (D) to restrict access to the Confidential Information disclosed by the other Party to such of its personnel, agents, and/or consultants, if any, who have a need to have access and who have been advised of and have agreed in writing to treat such information in accordance with the terms of this Agreement (each a Representative). Each recipient will be liable for the acts and omissions of its Representatives with respect to the disclosers Confidential Information. (ii) Exceptions. The provisions of Section 3.4(a) will not apply to Confidential Information that: (A) is or becomes publicly available or enters the public domain through no fault of the recipient; (B) is in the recipients possession without knowledge of any confidentiality obligations, or (C) is independently developed by the recipient without use of or reference to the disclosing Partys Confidential Information. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required: (1) by securities laws, (2) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the Party making the disclosure pursuant to the order will first have given written notice to the other Party and made a reasonable effort to obtain a protective order; or (3) to establish a Partys rights under this Agreement, including to make such court filings as it may be required to do. (b) Customer Content. As provided in any Schedule or the applicable Documentation, Customer may be required to provide certain Customer Content for the proper operation of the Services. Except for the limited licenses granted to Terra Pixel in any Customer Content, as between Customer and Terra Pixel, Customer reserves all right, title and interest in the Customer Content. (c) Terra Pixel Services. Except for the limited licenses and access grant provided to Customer in this Agreement, including any Schedule, Terra Pixel and its licensors reserves all right, title and interest in its intellectual property and business including the Services, Terra Pixel Services and any Terra Pixel trademarks. Unless otherwise expressly set forth in any Schedule, and except for any Customer Content, all work product or services provided or developed pursuant to this Agreement or any Schedule (including any modifications and improvements to any Terra Pixel Service pursuant subsection (d) or any intellectual property developed pursuant to subsection (e) below), and all intellectual property and other proprietary rights derived therefrom, will be the sole and exclusive property of Terra Pixel. To the extent that any such work product is incorporated by Terra Pixel into the Terra Pixel Service, however, Customer shall have the same right to access such work product as it does to the Terra Pixel Service hereunder. (d) Continuous Development. Customer acknowledges that Terra Pixel and/or its licensors may continually develop, deliver and provide to Customer ongoing innovation to the Services, including the Terra Pixel Services, in the form of new features, functionality, and efficiencies. Accordingly, Terra Pixel and its licensors reserve the right to modify the Services, or any Terra Pixel Service, from time to time. Some modifications will be provided to Customer at no additional charge. In the event Terra Pixel adds additional functionality to a particular Service, Terra Pixel may condition the implementation of such modifications on Customers payment of additional fees provided Customer may continue to use the version of the Service that Terra Pixel makes generally available (without such features) without paying additional fees. (e) Professional Services; Training and Support. Customer may request that Terra Pixel provide certain professional services related to Customers use of the Services, including, by way of example, technical support, customization or training of Customer personnel. Unless otherwise agreed between the Parties in a separate statement of work, Terra Pixel will have no obligation to provide or perform such services for or on behalf of Customer. (f) Feedback. Terra Pixel in its sole discretion, may utilize, all comments and suggestions, whether written or oral, furnished by Customer to Terra Pixel in connection with its access to and use of the Services (all reports, comments and suggestions provided by Customer hereunder constitute, collectively, the Feedback). Customer hereby grants Terra Pixel a worldwide, non-exclusive, irrevocable, perpetual, royalty-free right and license to incorporate the Feedback into Terra Pixel products and Services. (g) Terra Pixel Obligations. During the Term, Terra Pixel will maintain: (a) a commercially reasonable business continuity plan, including critical hardware redundancy such as redundant (RAID) hard drives, power supplies and fans; and (b) commercially reasonable security technology and procedures, including limited access to Terra Pixels systems and secure socket layer encryption. 4. CONSIDERATION. Customer will pay the Fees to Terra Pixel or its authorized reseller in accordance with FAR 52-212-4. 5. MARKETING. 6. WARRANTY DISCLAIMER; LIMITATIONS ON LIABILITY. 6.1 General Representations. Each Party hereby represents and warrants: (a) that it is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization; (b) that the execution and performance of the Agreement will not conflict with or violate any provision of any law having applicability to such Party; and (c) that the Agreement, when executed and delivered, will constitute a valid and binding obligation of such Party and will be enforceable against such Party in accordance with its terms. 6.2 Telecommunications and Internet. Customer acknowledges and agrees that Customers and its Authorized Users use of any Terra Pixel Service is dependent upon access to telecommunications and Internet services. Customer shall be solely responsible for acquiring and maintaining all telecommunications and Internet services and other hardware and software required to access and use any Terra Pixel Service, including, without limitation, any and all costs, fees, expenses, and taxes of any kind related to the foregoing. In regards to taxes, .Terra Pixel shall state separately on its invoices taxes excluded from the contract price, and the Customer agrees either to pay the amount of the taxes (based on the current value of the equipment) to the contractor or provide evidence necessary to sustain an exemption, in accordance with FAR 52.229-1 and FAR 52.229-3. Customer shall not be responsible for any loss or corruption of data, lost communications, or any other loss or damage of any kind arising from any such telecommunications and Internet services. 6.4 Disclaimer of Indirect Damages. IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF DATA, INTERRUPTION OF SERVICE, OR LOSS OF BUSINESS OR BUSINESS OPPORTUNITY, EVEN IF SUCH DAMAGES ARE FORESEEABLE AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY THEREOF. IN NO EVENT WILL TERRA PIXEL BE LIABLE FOR THE PROCUREMENT OF SUBSTITUTE SERVICES. 6.5 Limitations on Liability. EACH PARTYS MAXIMUM AGGREGATE LIABILITY UNDER ANY SCHEDULE WILL NOT EXCEED THE TOTAL AMOUNT OF FEES RECEIVED BY TERRA PIXEL UNDER SUCH SCHEDULE DURING THE TWELVE (12) MONTH PERIOD PRIOR TO THE FIRST DATE ON WHICH THE LIABILITY AROSE. THE FOREGOING LIMITATION WILL NOT APPLY TO A PARTYS INDEMNFIICATION OBLIGATIONS. 6.6 Exceptions. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN LIABILITY, IN SUCH JURISDICTIONS THE LIABILITY OF TERRA PIXEL WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW. THE PROVISIONS OF THIS SECTION 6 WILL APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED, ANY LIMITED REMEDY HEREIN IS HELD TO FAIL OF ITS ESSENTIAL PURPOSE OR THE FORM OF THE CLAIM OR CAUSE OF ACTION, WHETHER IN CONTRACT, WARRANTY, STATUTE, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE). This clause shall not impair the U.S. Governments right to recover for fraud or crimes arising out of or related to this Agreement under any federal fraud statute, including the False Claims Act, 31 U.S.C. 3729-3733. 7. INDEMNIFICATION. 7.1 Terra Pixel Indemnity. Terra Pixel will indemnify, defend and hold Customer, its directors, officers, employees and representatives harmless from and against any and all third-party losses, damages, liability, costs and expenses awarded by a court or agreed upon in settlement, as well as all reasonable and related attorneys fees and court costs, (collectively Losses) arising out of any third party claim alleging that the Services infringe any U.S. patent or copyright. 7.2 Exclusions. Section 7.1 will not apply if the alleged claim arises, in whole or in part, from: (a) a use or modification of the Services by any Customer or any Authorized User in a manner outside the scope of any right granted or in breach of this Agreement; (b) a combination, operation or use of the Services with other software, hardware or technology not provided by Terra Pixel if the claim would not have arisen but for the combination, operation or use; or (c) the Customer Content (any of the foregoing circumstances under clauses (a), (b) or (c) will be collectively referred to as a Customer Indemnity Responsibility). 7.4 Indemnification Process. The foregoing indemnification obligations are conditioned on the indemnified party: (a) notifying the indemnifying party promptly in writing of such action; (b) reasonably cooperating and assisting in such defense; and (c) to the extent permitted by 28 U.S.C. 516 giving control of the defense and any related settlement negotiations to the indemnifying party with the understanding that the indemnifying party may not settle any claim in a manner that admits guilt or otherwise prejudices the indemnified party, without consent. 7.5 Infringement. If any Service is, or in Terra Pixels opinion, is likely to become the subject of any infringement-related claim, then Terra Pixel will, at its expense and in its discretion: (a) procure for Customer the right to continue using the Service; (b) replace or modify the infringing technology or material so that the Service becomes non-infringing and remains materially functionally equivalent; or (c) terminate the Schedule(s) pursuant to which the Service is provided and give Customer a refund for any pre-paid but unused fees. THE PROVISIONS OF THIS SECTION 7 STATE TERRA PIXELS ENTIRE LIABILITY AND CUSTOMERS EXCLUSIVE REMEDIES FOR ANY CLAIM THAT THE SERVICES OR THE TERRA PIXEL PLATFORM INFRINGE A THIRD PARTYS INTELLECTUAL PROPERTY RIGHT. 8. TERM AND TERMINATION. 8.1 Term. The term of this Agreement will commence on the Master Effective Date and will continue for as long as any Schedule is in effect, unless terminated in accordance with this Section 8 or as otherwise expressly provided in this Agreement (the Term). 8.2 Termination. Customer may terminate in accordance with FAR 52.212-4. 8.3 Suspension of Service(s). At any time during the Term, Terra Pixel may, immediately upon notice to Customer, suspend access to any Service or any campaign, at its discretion including for the following reasons: a threat to the technical security or technical integrity of the Services or there is an assignment for the benefit of Customers creditors. 8.5 Effects of Termination. Upon termination or expiration of this Agreement for any reason: (a) any amounts owed to Terra Pixel before such termination or expiration will be immediately due and payable; (b) all licensed and access rights granted will immediately cease to exist; and (c) each Party will promptly destroy the Confidential Information of the other Party that it has in its possession. Sections 1, 3.4, 4 and 7 through 9 will survive any expiration or termination of this Agreement. 9. GENERAL. 9.1 Assignment. This Agreement cannot be assigned by either Customer or Terra Pixel without the prior written consent of the other; provided, however, that either Party may assign this Agreement to any person or entity that is an affiliate, or acquires by sale, merger or otherwise, all or substantially all of its assets, stock or business in accordance with FAR 42.1203. Any attempted assignment or delegation in violation of this Section 9.1 will be null, void and of no effect. 9.2 Notices. All notices, consents, and approvals under this Agreement must be delivered in writing by courier, by electronic facsimile (fax), or by certified or registered mail, (postage prepaid and return receipt requested) to the other Party at the address set forth in the signature page below and beneath such Partys signature on the Cover will be effective upon receipt. Either Party may change its address by giving notice of the new address to the other Party. 9.3 Governing Law; Disputes. This Agreement will be governed by the Federal laws of the United Stateswithout reference to its conflicts of law principles. The United Nations Convention for the International Sale of Goods will not apply to this Agreement. 9.5 Waivers. All waivers must be in writing. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. 9.6 Severability. If any provision of this Agreement is unenforceable, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect. 9.7 No Third Party Beneficiaries. The Parties acknowledge that the covenants set forth in this Agreement are intended solely for the benefit of the Parties, their successors and permitted assigns. Nothing herein, whether express or implied, will confer upon any person or entity, other than the Parties, their successors and permitted assigns, any legal or equitable right whatsoever to enforce any provision of this Agreement. 9.8 Construction. The Parties negotiated this Agreement with the opportunity to receive the aid of counsel and, accordingly, intend this Agreement to be construed fairly, according to its terms, in plain English, without constructive presumptions against the drafting Party. The headings of sections of this Agreement are for convenience and are not to be used in interpreting this Agreement. As used in this Agreement, the word including means including but not limited to. 9.9 Force Majeure. Any delay in the performance of any duties or obligations of either Party (except the payment of money owed) will not be considered a breach of this Agreement if such delay is caused by a labor dispute, shortage of materials, fire, earthquake, flood, or any other event beyond the control of such Party. The affected Party will use reasonable efforts, under the circumstances, to notify the other Party of the circumstances causing the delay and to resume performance as soon as possible. 9.10 Entire Agreement. This Agreement constitutes the entire agreement between the Parties regarding the subject hereof and supersedes all prior or contemporaneous agreements, understandings, and communication, whether written or oral. This Agreement may be amended only by a written document signed by both Parties. STREAMAP SERVICE This Cover Page and the attached Terms and Conditions, by and between Terra Pixel, LLC (Terra Pixel) and the entity listed as Customer below, collectively make up this Schedule for Streamap (collectively the Streamap Schedule). The Streamap Schedule is governed by the Master Services Agreement between the Parties, the Master Effective Date of which appears below. All capitalized terms not defined herein have the meaning given to them in the MSA. The Parties cause this Streamap Schedule to be executed by their authorized representatives as of the Schedule Effective Date. In the event of any conflict between this Streamap Schedule and the MSA, the term set forth in this Streamap Schedule will prevail. By: __________________________________________ Title: _________________________________________ Date: Schedule Effective Date: Schedule Term: [ ] years from the Schedule Effective Date Customer Name: Master Effective Date: Business Contact Name: Street Address: Data Storage: Annual fee: Premium Support: By: ___________________________________________ Title: _________________________________________ Date: _________________________________________ TERRA PIXEL CONFIDENTIAL INFORMATION 469349 v1/RE STREAMAP TERMS AND CONDITIONS 1. DEFINITIONS. 1.1 Customer Content means the maps, data or content, including geospatial data and images, provided by or on behalf of Customer or its Authorized Users via or to the Streamap Service. 1.2 Streamap Service means the Terra Pixel Service offered by Terra Pixel as the Streamap Service, and any successor service, that provides Customer the ability to manage and share geospatial imagery on Bing Maps. 2. ACCESS AND USE. 2.1 Access Grant. Subject to Customers compliance with the terms and conditions contained in the MSA, including this Schedule, Terra Pixel hereby grants to Customer during the Schedule Term a non-exclusive, non-transferable, nonsublicenseable, revocable right to allow Authorized Users to access the Streamap Service solely through the Access Protocols and to use the Streamap Service solely on its own behalf and not on behalf of any third parties. Customer will access and use the Streamap Service solely in conformance with the Documentation. Notwithstanding the foregoing, Customer agrees and acknowledges that the Streamap Service is optimized for up to two hundreds (200) concurrent viewers, and any additional Authorized Users may limit the availability, functioning and performance of the Streamap Service. 2.2 Bing Maps. Any usage of Bing Maps within the Streamap Service, including publishing Bing Maps background maps with Customer Content, will be subject to the terms of use for Bing Maps, which must be agreed to under a separate Schedule or written agreement with Microsoft Corporation, the provider of Bing Maps. 2.3 Usage Restrictions. Customer warrants that it and its Authorized Users will not use the Streamap Service: (a) in any manner that fails to adhere to applicable law or industry best practice; (b) to display, transmit, distribute or otherwise provide access to any unlawful, infringing, libelous, obscene or harassing content or information of any kind; (c) to defraud or deceive any third party; (d) to build a similar or competitive product or service; (e) with any device, software, or routine that damages, interferes with or disrupts the integrity, performance or use of the Services; or (f) in a manner that is inconsistent with the Documentation or any Terra Pixel policies. Customer will not conceal, remove or alter any proprietary notice or legend regarding Terra Pixels proprietary rights in the Services. 3. CUSTOMER CONTENT. 3.1 Customer Content. Customer will make available in a timely manner at no charge to Terra Pixel, all Customer Content or other information and resources of Customer in compliance with the Documentation or as otherwise requested by Terra Pixel so that it can perform its obligations under the Agreement. Customer will be responsible for all changes to and/or deletions of Customer Content. Customer will have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Customer Content. Customer represents and warrants that all Customer Content is to the best of its knowledge true, accurate and complete. Customer will, at its own expense, obtain all third party consents and/or permissions that may be necessary and appropriate for Terra Pixels use and display of the Customer Content. 3.2 License Grant for Customer Content. Customer hereby grants to Terra Pixel a limited, royalty-free, license during the Term to use, copy, display, disclose, modify and distribute the Customer Content solely for the purpose of providing the Streamap Service. The provision of the Streamap Service will include the hosting of Customer Content and the processing and formatting of Customer Content to streamline interoperability with other digital images (Tiling). Terra Pixel will complete the Tiling as accurately as reasonably possible but Customer acknowledges the Tiling is inherently dependent upon the Customer Content itself. 3.3 Storage Limits. Customer acknowledges and agrees that the storage of Customer Content is subject to the Upload Capacity limit set forth on the Schedule Cover Page. Customer further acknowledges that the data size will increase by up to thirty percent (30%) after processing the map tiles. 3.4 Data Maintenance and Backup Procedures. Terra Pixel shall follow its standard archival procedures for Customer Data. In the event of any loss or corruption of Customer Data, Terra Pixel shall use its commercially reasonable efforts to restore the lost or corrupted Customer Data from the latest backup of such Customer Data maintained by Terra Pixel in accordance with its standard operating procedures. Terra Pixel shall not be responsible for any loss, destruction, alteration, unauthorized disclosure or corruption of Customer Data caused by any third party. TERRA PIXELS EFFORTS TO RESTORE LOST OR CORRUPTED CUSTOMER DATA PURSUANT TO THIS SECTION 3.4 SHALL CONSTITUTE TERRA PIXELS SOLE LIABILITY AND CUSTOMERS SOLE AND EXCLUSIVE REMEDY IN THE EVENT OF ANY LOSS OR CORRUPTION OF CUSTOMER DATA.. 4. FEES. In consideration for the access rights granted to Customer and the Streamap Services provided by Terra Pixel under this Streamap Schedule or accepted purchase order, Customer will pay to Terra Pixel or Terra Pixels reseller, without offset or deduction, the Fees as set forth on the Cover Page or accepted purchase order. Each Party will bear all expenses incurred in the performance of its obligations hereunder. 5. SUPPORT. Support will be available to Customer at support@terrapixel.com between 8:30 am and 5:30 pm, Eastern Time, Monday through Friday, excluding holidays (Normal Working Hours) for all issues with the Streamap Service. Terra Pixel will respond within two (2) business days, unless otherwise agreed in writing by the Parties. Terra Pixel will provide Customer with contact information for key engineering personnel, which personnel will be available for consultation with Customer only for emergency purposes. Terra Pixel will use reasonable efforts to correct any material nonconformities of the Streamap Service with the Documentation (Errors) reported to Terra Pixel. Upon receipt of an Error report from Customer, Terra Pixel shall promptly verify such Error and initiate work on an Error correction. Terra Pixel shall complete such Error correction in a commercially reasonable manner and amount of time, as determined by the nature of the Error and the effect of the Error on Customers use of the Streamap Service. Terra Pixel will use commercially reasonable efforts to make that the Streamap Services available at least ninety-nine and nine-tenths percent of the time (99.9%), calculated on a calendar monthly basis, it being understood that "down time" (calculated as the difference between 100% and the actual uptime of the Streamap Service) will exclude time: (a) required for routine system maintenance not to exceed thirty (30) minutes in any TERRA PIXEL CONFIDENTIAL INFORMATION 469349 v1/RE calendar month that is performed by Terra Pixel so long as such maintenance is performed during low volume periods; and (b) for any other circumstances beyond Terra Pixels reasonable control (including without limitation, Internet delays, network congestion and ISP malfunctions). In the event that unscheduled downtime exceeds one-tenth of one percent (0.1%) in two (2) out of any six (6) month period, Customer will have the one time right to terminate this Agreement upon thirty (30) days prior written notice to Terra Pixel, such notice to be provided to Terra Pixel within sixty (60) days of the applicable month giving rise to the right of termination. The Parties agree that the service level and remedy stated above are Customers sole remedy for any and all unavailability of the Streamap Services. 6. SPECIFIC DISCLAIMER FOR STREAMAP SERVICE. Customer acknowledges and agrees that Customer is not responsible for monitoring communications or data transmitted through the Streamap Service and that Customer shall not be responsible for the content of any such communications or transmissions. 7. TERM AND TERMINATION. 7.1 Term. This Streamap Schedule will become effective as of the Schedule Effective Date and remain in effect for the term set forth on the Cover Page. 7.2 Effects of Termination. Upon termination or expiration of this Agreement for any reason, Customer must immediately cease use of the Streamap Service. The provisions of Sections 2.2, 2.3, 3.4, 6, and 7.2 will survive termination. If this Agreement is terminated, Customer will no longer be authorized to access any areas of the Streamap Service, and any of Customer Content will be subject to deletion (without backup) at any time. Terra Pixel shall have no obligation to retain any of your images or data upon termination of this Agreement for any reason. Customer may request that the data will be transferred or downloaded offline for additional cost. TERRA PIXEL CONFIDENTIAL INFORMATION 469349 v1/RE EXHIBIT A The Bing Maps Platform initially includes the following, each of which may be described in greater detail in the SDK: Bing Maps AJAX Control: the programmable control that enables developers to integrate a combination of road mapping, aerial, photographic or other realistic imagery and three dimensional models, along with point of interest lookups and directions, and other map-related services into software applications for online services that use the Bing Map Platform. Bing Maps Silverlight Control: the programmable control that enables developers to use Silverlight to integrate a combination of road mapping, aerial, photographic or other realistic imagery and three dimensional models, along with point of interest lookups and directions, and other map-related services into software applications for online services that use the Bing Map Platform Bing Maps Web Services: the programmable web services that enable developers to integrate a combination of road mapping, aerial, photographic or other realistic imagery and three dimensional models, along with point of interest lookups and directions, and other map-related services into software applications that use the Bing Map Platform. Microsoft Corporation reserves the right to modify the Bing Map Platform from time to time, including the features and functionality made available to Customer through the Bing Maps Platform. Terra Pixel makes no guarantee to Customer that the foregoing functionality, or any other functionality delivered to Customer through the Bing Maps Platform will be available to Customer on an ongoing basis or at any point in the future, and Customer agrees and acknowledges that Terra Pixel will have no liability to Customer for any such modifications. TERRA PIXEL CONFIDENTIAL INFORMATION 469349 v1/RE