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VERSION 2024.0.3

© 2024 LEICA GEOSYSTEMS

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v.2024.0.3


WELCOME TO TRUVIEW CLOUD




LEICA GEOSYSTEMS


SOFTWARE LICENSE AGREEMENT

PLEASE READ THE FOLLOWING TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT (THE
“LICENSE AGREEMENT”) CAREFULLY BEFORE USING THIS PRODUCT (AS DEFINED IN SECTION
1). THE PRODUCT INCLUDES SOFTWARE, WHICH LEICA GEOSYSTEMS WILL LICENSE TO YOU
FOR USE ONLY IN THE MANNER DETAILED BELOW. YOU MUST NOT INSTALL OR USE THE
SOFTWARE UNLESS YOU HAVE READ AND ACCEPTED THE TERMS AND CONDITIONS HEREIN; BY
PROCEEDING WITH THE INSTALLATION OR THE USE OF THE SOFTWARE OR ANY PART THEREOF,
YOU SHALL BE DEEMED TO HAVE AGREED TO ALL THE TERMS AND CONDITIONS OF THE
LICENSE, THE WARRANTY, THE LIMITATION OF LIABILITY AND THE OTHER PROVISIONS OF
THIS LICENSE AGREEMENT, INCLUDING ANY SUPPLEMENTAL TERMS PROVIDED.
IN THE EVENT THAT YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS LICENSE
AGREEMENT, YOU SHALL NOT BE PERMITTED TO USE THE SOFTWARE, AND YOU MUST RETURN
THE UNUSED SOFTWARE TOGETHER WITH ITS ACCOMPANYING DOCUMENTATION AND THE
PURCHASE RECEIPT TO THE DEALER FROM WHOM YOU PURCHASED THE PRODUCT WITHIN TEN
(10) DAYS OF PURCHASE TO OBTAIN A FULL REFUND OF THE PURCHASE PRICE.
THIS SOFTWARE MAY INCLUDE PRODUCT ACTIVATION AND OTHER TECHNOLOGY DESIGNED TO
PREVENT UNAUTHORIZED USE AND COPYING OR TO PROVIDE TECHNICAL OR SUPPORT SERVICES
REMOTELY BY LEICA GEOSYSTEMS OR ITS AUTHORIZED RESELLER OR THIRD PARTY. THIS
TECHNOLOGY MAY CAUSE YOUR COMPUTER OR DEVICE TO AUTOMATICALLY CONNECT TO THE
INTERNET. ADDITIONALLY, ONCE CONNECTED, THE SOFTWARE MAY TRANSMIT YOUR SERIAL
NUMBER/LICENSE NUMBER TO LEICA GEOSYSTEMS AND IN DOING SO MAY PREVENT USES OF
THE SOFTWARE WHICH ARE NOT PERMITTED; ALSO, THE SOFTWARE MAY TRANSMIT OTHER
SUPPORT-RELATED INFORMATION, SUCH AS CONFIGURATIONS, USAGE STATISTICS, OR ALLOW
OR PUSH DOWNLOADS OF UPDATES TO PRODUCT SOFTWARE.

1 DEFINITIONS

“Integrated and Resale Software Supplemental Terms (“Supplemental Terms”)” shall
mean, if applicable, the terms and conditions attached to this License
Agreement, which are incorporated by reference herein and that, together with
this License Agreement, govern Licensee’s use of specified Third-Party Software.
To the extent there is any conflict or inconsistency between the provisions of
this License Agreement and the Supplemental Terms, the provisions of the
Supplemental Terms shall take priority and govern solely with respect to the
Third-Party Software;
“Patches” shall mean the fixing of a programming error (bug) or of a wrong
behavior of the Software or the related Software code.
“Product” shall mean (a) the Leica Geosystems instrument you have purchased for
use with the Software, if any, or (b) the Software itself, if you have licensed
the Software on a stand-alone basis.
“Purchase Agreement” shall mean the purchase order, agreement or other document
pursuant to which you purchased the Product.
“Software” shall, depending on the case, mean the Leica Geosystems software and
Third-Party Software, and the related documentation (in electronic or in paper
form), (a) that is supplied to you on a data carrier medium, or (b) that is
pre-installed on the Product (if the Product is not the Software itself), or (c)
that can be downloaded by you online pursuant to prior authorization from Leica
Geosystems.
“Specifications” shall mean the functionality of the Software as described in
the Product description and the help functions, if any, provided in electronic
or in paper form by Leica Geosystems in conjunction with the Software.
“Specified Computer Facility” shall mean the computer or server environment
defined in the Product description that is required for the proper functioning
of the Software.
“Third-Party Software” shall mean, if applicable, third-party software specified
in the Supplemental Terms, which has been integrated with the Software and/or
Product or resold by Leica Geosystems;
“Updates” shall mean software that corrects faults in the Software or
Third-Party Software or that, pursuant to no obligation hereunder, enhances the
functionality of the Software or Third-Party Software by providing additional
functions or any other increases in performance.

2 SCOPE OF THE LICENSE

Leica Geosystems AG, Heinrich-Wild-Strasse, CH-9435 Heerbrugg, Switzerland
(alternatively, the "Licensor" or “Leica Geosystems”) hereby grants to you (the
"Licensee"), subject to payment of the applicable license fee and to continuous
compliance with all the provisions hereinafter and in the Supplemental Terms,
the non-exclusive, non-transferable, non-sublicensable, and non-assignable right
to use in the manner set forth herein the Software on one (1) application,
unless the number of permitted applications is otherwise agreed upon in the
Purchase Agreement. The use of the Software for a purpose other than as licensed
herein shall not be permitted.
The foregoing license is limited as follows:
(a) the Software will be used only on such permitted number of applications and
in a mechanically readable form;
(b) the Software will as a whole or in part be installed, saved and run only on
the Specified Computer Facility in accordance with the installation instructions
of Licensor; and
(c) one (1) copy of the Software may be made exclusively for security and
archiving purposes, provided that such copy carries a comprehensive copyright
notice together with all additional references to the rights of Licensor to the
Software and the designation of the original version.
In the event that the Software is an update or an additional module for an
already licensed system, instrument or facility, Licensee may make only as many
copies as previously authorized by Licensor. Certain Software supplied by
Licensor may contain a special program that regulates and monitors the number of
simultaneous users of the Software in a network environment together with the
number of the licensed copies of the Software, excluding back-up copies (the
“Special Program”). Licensee hereby consents to the inclusion and operation of
such Special Program and to the use of other security devices in connection with
the Software and Licensee shall be prohibited from circumventing,
reverse-engineering or copying such Special Program or any other security
devices.
Licensee will use the Software only in the manner permitted under the foregoing
license and will not (a) alter the Software or any part thereof in any manner
(including, without limitation, through modifications, adaptations,
translations, or second-hand versions.), (b) decompile the Software or any part
thereof, (c) reverse-engineer or disassemble the Software or any part thereof or
manipulate the Software in any other way into a form that persons can read, (d)
transfer the Software or any part thereof to another operating system, (e) pass
on the Software or any part thereof to a third party or make it available to a
third party in any other manner (including, without limitation, for testing or
by gift, lease, loan or sublicense, or via a service bureau) without the prior
written consent of Licensor, (f) use the Software or any part thereof on a
computer facility other than the Specified Computer Facility, or on more than
one work station, on networks, on a client server system or on mobile additional
instruments without the prior written consent of Licensor, (g) remove, alter, or
obscure any proprietary notices, labels, or marks from the Software, (h) use any
equipment, device, software, or other means designed to circumvent or remove any
form of copy protection used by Leica Geosystems in connection with the
Software, or use the Software together with any authorization code, serial
number, or other copy-protection device not supplied by Leica Geosystems
directly or through an authorized distributor; or (i) use any equipment, device,
software, or other means designed to circumvent or remove any usage
restrictions, or to enable functionality disabled by Leica Geosystems.
Installation, access, and continued use of the Software may require an
entitlement number. Registration may be required for certain features or before
an entitlement number is issued by Leica Geosystems. Licensee agrees that Leica
Geosystems may use data and information provided by Licensee, an authorized
reseller, or any other third party acting on behalf of Licensee in connection
with the purchase of the software license to register the Software. Licensee
agrees to provide Leica Geosystems, an authorized reseller, or any other third
party acting on Licensee’s behalf with accurate and current registration
information, and Licensee further agrees to maintain and update this
registration information through customer data registration processes that may
be provided by Leica Geosystems. By installing and using the Software, Licensee
consents to Leica Geosystems using any personal information provided at
registration, or updated thereafter, to issue entitlement numbers, to manage
Leica Geosystems’ relationship with Licensee (including automating the issuance
of entitlement numbers for future purchases), and to otherwise use any such
personal information in conformance with its privacy policy, if applicable,
which is available at https://leica-geosystems.com/global/privacy-policy.
The activation security mechanisms may disable the Software if Licensee attempts
without Leica Geosystems’ consent or authorization to transfer it to another
computer or device, if the date-setting mechanisms on the computer or device is
tampered with, if Licensee uses the Software past an applicable evaluation
period or limited term, or if Licensee undertakes certain other actions that may
offset the security mode.
This Software may cause the Specified Computer Facility to automatically connect
to the Internet and to communicate with Leica Geosystems and or with third
parties connected with the development and/or the validation of the Software.
Except for the Third-Party Software specified in the Supplemental Terms, this
Software license does not cover or include the use of third-party software.
Licensee’s right to use any such other third -party software shall be governed
by the provisions set forth by such third party.
This Software license shall also apply to Open Source Software (OSS). In case of
conflict with the terms of this Software License Agreement, the terms of the
respective OSS license agreement shall govern.

3 WARRANTY

Express Warranty. Licensor warrants to the original Licensee that (a) the data
carrier medium on which the Software is stored shall be free from defects in
workmanship and material at the time of delivery to Licensee, and (b) for the
warranty period specified in the relevant Purchase Order, the Software (but not
Updates) shall function in material accordance with the Specifications, provided
the Software is used in the manner permitted in the foregoing license, on the
Specified Computer Facility and in accordance with the conditions of
installation, use and operation set forth in the Product description. Licensor
does not warrant that the Software will be free of defects, run without
interruption, meet the expectations of Licensee, or function in combination with
the hardware or software products of third parties, or that all program errors
will be corrected. In addition to the foregoing, in order for a defect in the
Software to be sufficiently material so as to violate the warranty set forth in
subsection (b), above, of this paragraph, the defect must cause the Software -
while being used in the manner permitted in the foregoing license - to function
in a way so divergent from the Specifications that it is unsuitable for the
purpose described in the Product description. Furthermore, if the required
functionality can be achieved by the Licensee indirectly (through a so called
“work-around”), then the applicable impairment shall not constitute a defect
giving rise to duties under the foregoing warranty. Licensor’s sole obligation
under the foregoing warranty shall be, at Licensor’s sole option and expense, to
either (a) replace the data carrier and/or the Software, so as to materially
conform with the Specifications (including, without limitation, replacement with
a more recent version or equivalent software); or (b) repair the Software by
providing correction codes, work-around solutions and/or Updates, including
updated documentation and other documents; or (c) terminate this License
Agreement and refund all license fees received following the return of the
Software in accordance with Section 7 below. The foregoing warranty will apply
to any replaced data carriers and Software until expiry of the original warranty
period.
The costs and risk of any delivery of Software to the service point nominated by
Licensor shall be borne by Licensee.
Obtaining warranty service. If Licensee detects a defect in the Software that
may give rise to a duty under the foregoing warranty, it will cease using the
Software immediately and notify Licensor or its local sales partner in writing
of the defect and provide sufficient supporting documentation within the period
for notifying defects. Such period for notifying defects is ninety (90) days
from the date of delivery of the data carrier medium (for a defect in the data
carrier medium) and one (1) year from the date of delivery of the Software (for
a defect in the Software). The written supporting documentation relating to the
defect will be sufficient if it permits the defect detected by Licensee to be
capable of reproduction by Licensor. Licensee will annex the relevant purchase
receipt so that Licensor can determine compliance with the periods for notifying
defects. Licensee will not carry out modifications or repairs itself or permit
such modifications or repairs to be carried out by unauthorized third parties.
If requested by Licensor, Licensee will support Licensor in the analysis of the
causes and conditions giving rise to the defect, as well as in the development
and testing of correction codes or a work-around solution.
Warranty exclusive. Licensee’s sole remedy for Software defects is set forth in
the foregoing express warranty. The Software is licensed with its current
features “as is” and with no warranty or guarantee of whatever nature, other
than the foregoing express warranty. Such express warranty is in lieu of all
other warranties, express or implied, either in fact or by operation of law,
statutory or otherwise, including warranties, terms or conditions of
merchantability, fitness for a particular purpose, satisfactory quality and
non-infringement, all of which are expressly disclaimed. Licensee acknowledges
that Licensor’s sales partner or dealers are not allowed to provide any
warranty, guarantee or assurance with regard to the use, suitability, or results
of use of the Software, or with regard to the precision, accuracy or reliability
thereof, and any such warranty, guarantee or assurance is of no effect. It shall
be the responsibility of Licensee to select the Software that fulfils its
requirements. Licensee shall bear the full risk for the performance of and
results achieved by the Software and for its suitability for the use that
Licensee has planned for it, even when Licensor has been informed of the planned
use of the Software.
Licensor shall be relieved of its obligations under the foregoing express
warranty to the extent that any defect is caused by circumstances for which it
is not responsible, including, without limitation, (a) non-compliance with the
conditions of use and operation contained in the Product description or the
documentation; (b) non-compliance with the provisions of this License Agreement;
(c) unauthorized modifications to or interference with the Software by Licensee
or third parties; (d) errors in the operation of the Software by Licensee or by
third-party staff; (e) influences from systems or programs that have not been
supplied by Licensor; or (f) use on a computer facility other than the Specified
Computer Facility.
In the event that Licensor is not responsible for a defect pursuant to these
warranty provisions or that Licensor incurs additional expenditure as a result
of the failure of Licensee to comply fully with its obligations under this
Section 3 (including, without limitation, its obligation to support and provide
documentation to Licensor), Licensor shall have the right to charge Licensee for
the costs that it incurs for the analysis and rectification of the defect
according to the time and materials required and in accordance with the
applicable rates charged by Licensor at the time.

4 INTELLECTUAL PROPERTY RIGHTS

Licensee shall hold only those rights to the Software that are expressly
described in Section 2 of this License Agreement. As between Licensor and
Licensee, any other rights with regard to the Software, including without
limitation, ownership rights and patent, copyright, trademark, trade secret and
other intellectual property rights, shall remain the sole property of Licensor.
Licensee will not remove from the Software any references to copyrights,
trademarks or other ownership rights, or cover up or alter any such references.
Licensee will take all reasonable steps to prevent any unauthorized use,
reproduction, sale, or publication of the Software or the unauthorized provision
of access thereto. Licensee will indemnify and hold harmless Licensor from any
losses, damages, claims and expenses (including, without limitation, reasonable
legal expenses) relating to any infringement of the rights of Licensor caused by
Licensee, Licensee’s breach of this License Agreement or Licensee’s use of the
Software in a manner not authorized under this License Agreement.
In the event that Licensee faces legal proceedings based on the allegation that
Licensee’s use of a valid, unmodified version of the Software in accordance with
the terms and conditions of this License Agreement infringes an existing
intellectual property right in Switzerland, the European Union, Japan, the USA
or in any other countries where Licensor sells the Software, or that such use
constitutes unfair competition, Licensor shall defend any such proceedings at
its own expense, provided that Licensee has informed Licensor immediately in
writing of the proceedings raised, has granted Licensor a Power of Attorney
authorizing it to conduct and settle the legal proceedings, and, if requested by
Licensor, has provided Licensor with reasonable support in the defense of such
proceedings.
In the event that, in the sole opinion of Licensor, the valid, unmodified
version of the Software could infringe the intellectual property rights of third
parties, it shall at its own exclusive discretion (a) either obtain
authorization from such third party for the continued use of the Software by
Licensee, (b) replace the Software, (c) modify it in such a manner that there is
no longer any infringement of intellectual property rights, or (d) if the
foregoing measures are not within the bounds of what is reasonably possible,
terminate this License Agreement effective immediately and refund to Licensee a
portion of the license fees paid (after deduction of an appropriate payment for
the use already made of the Software by Licensee).
Notwithstanding the foregoing, Licensor shall be relieved of its obligations
under the prior two paragraphs of this Section 4 if the infringement claim is
based on the allegation or fact that the Software (a) has been modified by
Licensee, or (b) is being used with other programs or data and such combination
has led to an infringement of a third-party right, (c) has been used on a
computer facility other than the Specified Computer Facility, or (d) has been
used and operated under conditions other than those specified in the Product
description.

5 LIMITATION OF LIABILITY

To the extent permitted under applicable law, Licensor shall not be liable for
any direct, indirect or consequential loss or damage, including, without
limitation, loss of income, loss of business profits or loss of contracts,
unrealized cost reductions, loss of data, business interruption, or increased
costs on the part of Licensee or any other financial losses, that result from or
in connection with the purchase, license, use, breakdown or interruption of
operation of the Software. The foregoing limitation of liability shall also
apply in the event that Licensor has been notified of the possibility of such
losses being incurred. Licensor shall be liable only for loss or damage caused
by Licensor’s gross negligence or willful misconduct. This limitation of
liability shall apply to all claims for loss and damage irrespective of their
legal grounds, including, without limitation, claims based on tort, contract,
pre- contract or quasi-contract. This limitation of liability shall also apply
to any officers, directors or employees of Licensor, or any representatives or
agents of Licensor or licensors of Third-Party Software that are involved in the
development, marketing or supply of the Software.
It shall be the exclusive duty of Licensee to ensure that it and its staff
possess the required knowledge to properly install and use the Software.
Licensor shall not be liable for problems and defects that arise from
insufficient knowledge or learning on the part of the users of the Software.

6 EXCLUSION OF OTHER ASSURANCES

Licensee hereby agrees that no verbal or written assurances, declarations,
statements, recommendations or advertising messages have been made by Licensor,
its employees, sales partners, agents, dealers or downstream distributors that
could give rise to an amendment or extension of the foregoing warranties and
limitation of liability. Licensee is hereby given notice that none of the
forenamed persons is authorized by Licensor to make any such amendments or to
provide any such assurances.

7 DURATION AND TERMINATION

This License Agreement shall come into force on the agreement of Licensee to the
provisions hereof and shall remain in force for the term indicated in the
Purchase Order.
In addition to any other right of termination provided in this License
Agreement, each party shall be entitled to terminate this License Agreement at
any time with immediate effect:
a) in the event of a material violation of a contractual duty by the other
party, including, without limitation, default in payment of the license fee, if
the party in breach does not remedy such violation within forty-five (45) days
after being served with a notice in writing;
b) is unable to pay its debts, or becomes insolvent, or is subject to an order
or a resolution for its liquidation, administration, winding-up or dissolution
(otherwise than for the purposes of a solvent amalgamation or reconstruction),
or has an administrative or other receiver, manager, trustee, liquidator,
administrator or similar officer appointed over all or any substantial part of
its assets, or enters into or proposes any composition or arrangement with its
creditors generally, or is subject to any analogous event or proceeding in any
applicable jurisdiction.
On any termination of this License Agreement, all rights of use of the Software
held by Licensee shall expire. Within thirty (30) days from the date of
termination of the License Agreement Licensee will return to Licensor or destroy
(and confirm such destruction in writing to Licensor) the Software and all
copies or partial copies thereof that have been made, as well as all modified
parts of the Software or interfacing parts linking to other programs or data
systems, and to the extent available, all security devices.

8 IMPORT, EXPORT AND USE OF THE SOFTWARE

Licensee shall be exclusively responsible for ensuring compliance with the
relevant legislation relating to its rights to import, export or use the
Software.

9 GENERAL PROVISIONS

If any term or provision of this License Agreement shall be or shall become
invalid or unenforceable for any reason, such term or provision shall be
ineffective to the extent of such invalidity or unenforceability without
invalidating the remaining terms and provisions hereof, provided, however, that
the parties shall replace any such invalid or unenforceable provision by a valid
and enforceable provision as comes nearest to the original provision in economic
impact and intent. This License Agreement may be modified only in writing,
signed by an authorized officer of Leica Geosystems. This is the entire
agreement between Leica Geosystems and Licensee regarding the Software and it
supersedes any prior representation, discussions, undertakings, communications
or advertising relating to the Software.

10 THIRD-PARTY BENEFICIARY

The parties expressly agree that each subsidiary of Leica Geosystems, including
the entity from whom Licensee purchased the Product (if the Product is not the
Software itself), is a third-party beneficiary of this Software License
Agreement, and, without limiting the foregoing, such subsidiaries shall have all
defenses available to Leica Geosystems under this Software License Agreement.

11 GOVERNING LAW AND PLACE OF JURISDICTION

This Agreement shall be governed by the laws of Switzerland, excluding all
conflicts of laws principles and excluding the United Nations Convention on
Contracts for the International Sale of Goods. The ordinary courts at the
headquarters of Leica Geosystems AG in Balgach, Switzerland shall have
jurisdiction. Licensor shall, in its sole discretion, also have the right to
invoke the courts of law having jurisdiction at the domicile or place of
business of Licensee.

RESTRICTED RIGHTS

Contract No. N00024-97-H-4204
Contractor Name Cyra Technologies, Inc.
(Subcontractor to Spatial Integrated Systems)

Contractor Address 4550 Norris Canyon Road, San Ramon, CA 94583

The Government's rights to use, modify, reproduce, release, perform, display, or
disclose this software are restricted by paragraph (b)(3) of the Rights in
Noncommercial Computer Software and Noncommercial Computer Software
Documentation clause contained in the above identified contract. Any
reproduction of computer software or portions thereof marked with this legend
must also reproduce the markings. Any person, other than the Government, who has
been provided access to such software must promptly notify the above-named
Contractor. This license will be governed by the laws of the State of California
as applied to transactions taking place wholly within California between
California residents.

Leica Geosystems AG
Heinrich-Wild-Strasse 201
CH - 9435 Heerbrugg
(Switzerland)
Heerbrugg, 12 May 2020




LEICA GEOSYSTEMS SOFTWARE LICENSING AGREEMENT:
INTEGRATED AND RESALE SOFTWARE SUPPLEMENTAL TERMS

*Please read these License Agreement Supplemental Terms thoroughly before using
the Software*

These Integrated and Resale Software Supplemental Terms (“Supplemental Terms”)
are attached to and incorporated in the Leica Geosystems Software License
Agreement (“License Agreement”) between Customer (“Licensee”) and Leica
Geosystems AG (“Leica Geosystems” or “Licensor”). These Supplemental Terms
together with the License Agreement and other applicable agreements form the
agreement between Licensor and Licensee (“Agreement”). All capitalised terms
used in these Supplemental Terms that are not defined herein have the same
meaning as set forth in the License Agreement.

1 DEFINITIONS

“Data” means any electronic data, text, messages, communications, documents,
photos or other materials submitted to and stored within the Services by Leica,
its Authorised Resellers, its Affiliates, or Licensee or an End-User in
connection with the use of the Services.
“End-User” means an entity or person who uses one or more of the Third-Party
Software for or on behalf of Licensee.
“Services” means cloud-based software solutions.


2 THIRD-PARTY SOFTWARE

In addition to the terms and conditions set forth in the License Agreement,
these Supplemental Terms govern Licensee’s use of the following third-party
software integrated or resold by Licensor (“Third-Party Software”): See list at
https://leica-geosystems.com/about-us/compliance-standards/legal-documents.

3 USE

Licensor grants to Licensee a non-exclusive, non-transferable,
non-sublicensable, and non-assignable right to use the Third-Party Software as
part of the Software for its internal business operations under the terms stated
in the License Agreement and these Supplemental Terms. To the extent there is
any conflict or inconsistency between the provisions of the License Agreement
and the Supplemental Terms, or to the extent the Supplemental Terms address
matters not addressed in the License Agreement, the provisions of these
Supplemental Terms shall take priority and govern solely with respect to the
Third-Party Software.

4 NO COPIES

Licensee shall not copy the Third-Party Software except: (i) as necessary to
read the Third-Party Software from the media into the memory of a computer
solely for the purpose of executing it on a single machine (whether a
stand-alone computer or a workstation component of a multi-terminal system), or
(ii) to create an archival copy. All such copies of the Third-Party Software
shall contain the same proprietary notices which appear on and in the
Third-Party Software. Licensee shall not install, access, or otherwise copy or
use the Third-Party Software except as expressly authorized by these
Supplemental Terms.

5 RESTRICTIONS

Licensee shall not: (i) modify, adapt, translate, reverse engineer, decompile,
or disassemble the Third-Party Software or any part thereof; (ii) modify,
translate, adapt, arrange, or create derivative works based on the Third-Party
Software for any purpose; (iii) remove, modify or hide or otherwise make
unreadable or non-viewable any proprietary notice, label, legend, advice,
watermark, trademark, service mark, or other designation contained on the
Third-Party Software, any component thereof, documentation, or output therefrom;
(iv) distribute copies of the Third-Party Software to any third party,
including, without limitation, to test, gift, rent, lease, loan, or sublicense
the Third-Party Software to any third party; (v) install or access, or allow the
installation or access to, the Third-Party Software in a virtual server
environment or over the Internet, including, without limitation, use in
connection with a Web hosting or similar service, or make the Third-Party
Software available to any third party via the Internet or otherwise; (vi) use or
export the Third-Party Software outside of the country of purchase for any
reason; (vii) use or permit the use of the Third-Party Software in violation of
any U.S. Federal, state, or local laws or regulations or any foreign law or
regulation, including but not limited to export control laws; (viii) attempt to
circumvent or disable the security key mechanism that protects the Third-Party
Software against unauthorized use (except and only to the extent that applicable
law prohibits or restricts such restrictions); (ix) publicly disseminate
performance information or analysis (including, without limitation, benchmarks)
from any source relating to the Third-Party Software; or (x) publish any results
of benchmark tests run on the Third-Party Software. Licensee acknowledges and
consents to the Software automatically connecting to the Internet and
communicating with Licensor and/or its designated third parties connected with
the development and/or the validation of the Software and the enforcement of
licensing terms set out in this Agreement, to enable Licensor and its designated
third parties to maintain, process and use an End-User’s IP address, location,
technical, diagnostic, usage, licensing, and related information, which
information will be processed in accordance with the terms of this License
Agreement and the use, privacy, and data processing policies viewable at
https://leica-geosystems.com/global/privacy-policy.

6 TITLE

Title to and ownership of the intellectual property rights associated with the
Third-Party Software and any copies remain with the Third-Party Software
suppliers identified in Section 2 and their licensors/suppliers.

7 DISCLAIMERS

a. Disclaimer of Warranties. THE THIRD-PARTY SOFTWARE IS PROVIDED “AS IS.”
NEITHER LICENSOR NOR ITS SUPPLIERS MAKE ANY OTHER WARRANTIES, CONDITIONS OR
UNDERTAKINGS, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT
LIMITED TO WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, OR NONINFRINGEMENT. LICENSEE MAY HAVE OTHER STATUTORY RIGHTS; HOWEVER,
TO THE FULL EXTENT PERMITTED BY LAW, THE DURATION OF STATUTORILY REQUIRED
WARRANTIES, IF ANY, SHALL BE LIMITED TO THE SHORTEST PERIOD PERMITTED BY LAW.
LICENSOR MAKES NO WARRANTIES WITH RESPECT TO ANY THIRD-PARTY COMPONENTS OF THE
THIRD-PARTY SOFTWARE.
b. Warnings; Additional Disclaimers. THE THIRD-PARTY SOFTWARE IS A TOOL INTENDED
TO BE USED BY TRAINED PROFESSIONALS ONLY, AND ANY OUTPUT OF THE THIRD-PARTY
SOFTWARE (INCLUDING WITHOUT LIMITATION COMPARISONS OF A PRODUCT’S FIELD SCANS
WITH MODELS) MUST BE ANALYZED BY SUCH TRAINED PROFESSIONALS BEFORE MAKING ANY
DECISIONS. THE THIRD-PARTY SOFTWARE IS NOT A SUBSTITUTE FOR PROFESSIONAL
JUDGMENT OR INDEPENDENT TESTING, WHETHER REQUIRED OF LICENSEE OR OTHERWISE. DUE
TO THE LARGE VARIETY OF POTENTIAL APPLICATIONS FOR THE THIRD-PARTY SOFTWARE, THE
THIRD-PARTY SOFTWARE HAS NOT BEEN TESTED IN ALL SITUATIONS UNDER WHICH IT MAY BE
USED. ANY USE BY LICENSEE OF (I) THE THIRD-PARTY SOFTWARE OR (II) ANY OUTPUT OF
THE THIRD-PARTY SOFTWARE IS SOLELY AT LICENSEE’S OWN RISK AND LICENSOR AND ITS
SUPPLIERS WILL HAVE NO LIABILITY FOR SUCH USE. LICENSEE IS SOLELY RESPONSIBLE
FOR THE ACCURACY OF ALL FIELD SCANS AND MODELS. THE LICENSORS OF THE MODELING
PROGRAMS MAY CHANGE THE MODELING PROGRAMS SO THAT THEY ARE NO LONGER COMPATIBLE
WITH THE THIRD-PARTY SOFTWARE, AND LICENSOR AND ITS SUPPLIERS WILL HAVE NO
RESPONSIBILITY FOR ANY INABILITY TO USE THE THIRD-PARTY SOFTWARE DUE TO A CHANGE
IN THE MODELING PROGRAM. LICENSEE IS RESPONSIBLE FOR THE SUPERVISION,
MANAGEMENT, AND CONTROL OF THE THIRD-PARTY SOFTWARE. THIS RESPONSIBILITY
INCLUDES, BUT IS NOT LIMITED TO, THE DETERMINATION OF APPROPRIATE USES FOR THE
THIRD-PARTY SOFTWARE AND THE SELECTION OF THE THIRD-PARTY SOFTWARE AND OTHER
PROGRAMS TO ACHIEVE INTENDED RESULTS. THE THIRD-PARTY SOFTWARE IS NOT FAULT
TOLERANT AND IS NOT DESIGNED, MANUFACTURED OR INTENDED FOR USE IN LIFE SUPPORT,
MEDICAL, EMERGENCY, MISSION CRITICAL OR OTHER STRICT LIABILITY OR HAZARDOUS
ACTIVITIES (“HIGH RISK ACTIVITIES”). LICENSOR AND ITS SUPPLIERS EACH
SPECIFICALLY DISCLAIM ANY EXPRESS OR IMPLIED WARRANTY OF FITNESS FOR HIGH RISK
ACTIVITIES. LICENSEE REPRESENTS AND WARRANTS THAT ITS END USER(S) WILL NOT USE
THE THIRD-PARTY SOFTWARE (OR PERMIT IT TO BE USED) FOR HIGH RISK ACTIVITIES AND
AGREE THAT LICENSOR AND ITS SUPPLIERS WILL HAVE NO LIABILITY FOR USE OF THE
THIRD-PARTY SOFTWARE IN HIGH RISK ACTIVITIES. LICENSEE SHALL INDEMNIFY, DEFEND,
AND HOLD HARMLESS LICENSOR AND ITS SUPPLIERS FOR ANY CLAIMS, DAMAGES,
LIABILITIES OR OTHER LOSSES RESULTING FROM SUCH USE.


8 INDEMNIFICATION

LICENSEE SHALL INDEMNIFY, DEFEND, AND HOLD HARMLESS LICENSOR, ITS DISTRIBUTORS,
LICENSORS, AND SUPPLIERS, AND THEIR RESPECTIVE AGENTS, OFFICERS, MANAGERS,
EMPLOYEES, AND MEMBERS FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, SUITS,
JUDGMENTS AND EXPENSES (INCLUDING REASONABLE LEGAL FEES AND EXPENSES) ARISING
OUT OF OR RELATING TO: (A) A BREACH BY LICENSEE OF ITS OBLIGATIONS UNDER THE
LICENSE AGREEMENT OR THESE SUPPLEMENTAL TERMS; (B) ANY VIOLATION OF ANY LAW,
REGULATION, OR THIRD-PARTY RIGHTS; AND/OR (C) INTELLECTUAL PROPERTY
MISAPPROPRIATION OR INFRINGEMENT CLAIMS BY ANY THIRD PARTY BASED ON, OR RELATING
TO, LICENSEE’S USE OF THE THIRD-PARTY SOFTWARE. LICENSEE SHALL GIVE LICENSOR
PROMPT NOTICE OF SUCH CLAIMS AND PERMIT LICENSOR TO CONTROL THE DEFENSE OR
SETTLEMENT THEREOF.

9 RETURN OF COPIES

Upon termination of the License Agreement for the Software and Third-Party
Software, Licensee shall discontinue use and destroy or return to Licensor all
copies of the Third-Party Software and related Documentation.

10 LIMITATION OF LIABILITY

a. NEITHER LICENSOR NOR LICENSOR’S SUPPLIERS AND/OR DISTRIBUTORS SHALL BE LIABLE
FOR ANY LOSS OF USE, LOST DATA, FAILURE OF SECURITY MECHANISMS, INTERRUPTION OF
BUSINESS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY
KIND (INCLUDING LOST PROFITS), REGARDLESS OF THE FORM OF ACTION, WHETHER IN
CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF
INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE.
b. NOTWITHSTANDING ANY OTHER PROVISION OF THE LICENSE AGREEMENT, LICENSOR’S AND
LICENSOR’S SUPPLIERS’ AND/OR DISTRIBUTORS’ ENTIRE LIABILITY TO LICENSEE UNDER
THE LICENSE AGREEMENT AND THESE SUPPLEMENTAL TERMS SHALL NOT EXCEED THE AMOUNT
ACTUALLY PAID BY LICENSEE TO LICENSOR FOR THE SOFTWARE UNDER THE LICENSE
AGREEMENT

11 THIRD PARTY BENEFICIARY

Third-Party Software suppliers identified in Section 2 are intended third party
beneficiaries of Licensor’s rights under the License Agreement and these
Supplemental Terms.


Heerbrugg, 12 May 2020
Leica Software Licensing Agreement – Terrestrial Laser Scanning
www.leica-geosystems.com
Leica Geosystems AG
Heinrich-Wild-Strasse
CH-9435 Heerbrugg
Switzerland
Phone +41 71 727 31 31


LEICA GEOSYSTEMS


SOFTWARE LICENSE AGREEMENT

PLEASE READ THE FOLLOWING TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT (THE
“LICENSE AGREEMENT”) CAREFULLY BEFORE USING THIS PRODUCT (AS DEFINED IN SECTION
1). THE PRODUCT INCLUDES SOFTWARE, WHICH LEICA GEOSYSTEMS WILL LICENSE TO YOU
FOR USE ONLY IN THE MANNER DETAILED BELOW. YOU MUST NOT INSTALL OR USE THE
SOFTWARE UNLESS YOU HAVE READ AND ACCEPTED THE TERMS AND CONDITIONS HEREIN; BY
PROCEEDING WITH THE INSTALLATION OR THE USE OF THE SOFTWARE OR ANY PART THEREOF,
YOU SHALL BE DEEMED TO HAVE AGREED TO ALL THE TERMS AND CONDITIONS OF THE
LICENSE, THE WARRANTY, THE LIMITATION OF LIABILITY AND THE OTHER PROVISIONS OF
THIS LICENSE AGREEMENT, INCLUDING ANY SUPPLEMENTAL TERMS PROVIDED.
IN THE EVENT THAT YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS LICENSE
AGREEMENT, YOU SHALL NOT BE PERMITTED TO USE THE SOFTWARE, AND YOU MUST RETURN
THE UNUSED SOFTWARE TOGETHER WITH ITS ACCOMPANYING DOCUMENTATION AND THE
PURCHASE RECEIPT TO THE DEALER FROM WHOM YOU PURCHASED THE PRODUCT WITHIN TEN
(10) DAYS OF PURCHASE TO OBTAIN A FULL REFUND OF THE PURCHASE PRICE.
THIS SOFTWARE MAY INCLUDE PRODUCT ACTIVATION AND OTHER TECHNOLOGY DESIGNED TO
PREVENT UNAUTHORIZED USE AND COPYING OR TO PROVIDE TECHNICAL OR SUPPORT SERVICES
REMOTELY BY LEICA GEOSYSTEMS OR ITS AUTHORIZED RESELLER OR THIRD PARTY. THIS
TECHNOLOGY MAY CAUSE YOUR COMPUTER OR DEVICE TO AUTOMATICALLY CONNECT TO THE
INTERNET. ADDITIONALLY, ONCE CONNECTED, THE SOFTWARE MAY TRANSMIT YOUR SERIAL
NUMBER/LICENSE NUMBER TO LEICA GEOSYSTEMS AND IN DOING SO MAY PREVENT USES OF
THE SOFTWARE WHICH ARE NOT PERMITTED; ALSO, THE SOFTWARE MAY TRANSMIT OTHER
SUPPORT-RELATED INFORMATION, SUCH AS CONFIGURATIONS, USAGE STATISTICS, OR ALLOW
OR PUSH DOWNLOADS OF UPDATES TO PRODUCT SOFTWARE.

1 DEFINITIONS

“Integrated and Resale Software Supplemental Terms (“Supplemental Terms”)” shall
mean, if applicable, the terms and conditions attached to this License
Agreement, which are incorporated by reference herein and that, together with
this License Agreement, govern Licensee’s use of specified Third-Party Software.
To the extent there is any conflict or inconsistency between the provisions of
this License Agreement and the Supplemental Terms, the provisions of the
Supplemental Terms shall take priority and govern solely with respect to the
Third-Party Software;
“Patches” shall mean the fixing of a programming error (bug) or of a wrong
behavior of the Software or the related Software code.
“Product” shall mean (a) the Leica Geosystems instrument you have purchased for
use with the Software, if any, or (b) the Software itself, if you have licensed
the Software on a stand-alone basis.
“Purchase Agreement” shall mean the purchase order, agreement or other document
pursuant to which you purchased the Product.
“Software” shall, depending on the case, mean the Leica Geosystems software and
Third-Party Software, and the related documentation (in electronic or in paper
form), (a) that is supplied to you on a data carrier medium, or (b) that is
pre-installed on the Product (if the Product is not the Software itself), or (c)
that can be downloaded by you online pursuant to prior authorization from Leica
Geosystems.
“Specifications” shall mean the functionality of the Software as described in
the Product description and the help functions, if any, provided in electronic
or in paper form by Leica Geosystems in conjunction with the Software.
“Specified Computer Facility” shall mean the computer or server environment
defined in the Product description that is required for the proper functioning
of the Software.
“Third-Party Software” shall mean, if applicable, third-party software specified
in the Supplemental Terms, which has been integrated with the Software and/or
Product or resold by Leica Geosystems;
“Updates” shall mean software that corrects faults in the Software or
Third-Party Software or that, pursuant to no obligation hereunder, enhances the
functionality of the Software or Third-Party Software by providing additional
functions or any other increases in performance.

2 SCOPE OF THE LICENSE

Leica Geosystems AG, Heinrich-Wild-Strasse, CH-9435 Heerbrugg, Switzerland
(alternatively, the "Licensor" or “Leica Geosystems”) hereby grants to you (the
"Licensee"), subject to payment of the applicable license fee and to continuous
compliance with all the provisions hereinafter and in the Supplemental Terms,
the non-exclusive, non-transferable, non-sublicensable, and non-assignable right
to use in the manner set forth herein the Software on one (1) application,
unless the number of permitted applications is otherwise agreed upon in the
Purchase Agreement. The use of the Software for a purpose other than as licensed
herein shall not be permitted.
The foregoing license is limited as follows:
(a) the Software will be used only on such permitted number of applications and
in a mechanically readable form;
(b) the Software will as a whole or in part be installed, saved and run only on
the Specified Computer Facility in accordance with the installation instructions
of Licensor; and
(c) one (1) copy of the Software may be made exclusively for security and
archiving purposes, provided that such copy carries a comprehensive copyright
notice together with all additional references to the rights of Licensor to the
Software and the designation of the original version.
In the event that the Software is an update or an additional module for an
already licensed system, instrument or facility, Licensee may make only as many
copies as previously authorized by Licensor. Certain Software supplied by
Licensor may contain a special program that regulates and monitors the number of
simultaneous users of the Software in a network environment together with the
number of the licensed copies of the Software, excluding back-up copies (the
“Special Program”). Licensee hereby consents to the inclusion and operation of
such Special Program and to the use of other security devices in connection with
the Software and Licensee shall be prohibited from circumventing,
reverse-engineering or copying such Special Program or any other security
devices.
Licensee will use the Software only in the manner permitted under the foregoing
license and will not (a) alter the Software or any part thereof in any manner
(including, without limitation, through modifications, adaptations,
translations, or second-hand versions.), (b) decompile the Software or any part
thereof, (c) reverse-engineer or disassemble the Software or any part thereof or
manipulate the Software in any other way into a form that persons can read, (d)
transfer the Software or any part thereof to another operating system, (e) pass
on the Software or any part thereof to a third party or make it available to a
third party in any other manner (including, without limitation, for testing or
by gift, lease, loan or sublicense, or via a service bureau) without the prior
written consent of Licensor, (f) use the Software or any part thereof on a
computer facility other than the Specified Computer Facility, or on more than
one work station, on networks, on a client server system or on mobile additional
instruments without the prior written consent of Licensor, (g) remove, alter, or
obscure any proprietary notices, labels, or marks from the Software, (h) use any
equipment, device, software, or other means designed to circumvent or remove any
form of copy protection used by Leica Geosystems in connection with the
Software, or use the Software together with any authorization code, serial
number, or other copy-protection device not supplied by Leica Geosystems
directly or through an authorized distributor; or (i) use any equipment, device,
software, or other means designed to circumvent or remove any usage
restrictions, or to enable functionality disabled by Leica Geosystems.
Installation, access, and continued use of the Software may require an
entitlement number. Registration may be required for certain features or before
an entitlement number is issued by Leica Geosystems. Licensee agrees that Leica
Geosystems may use data and information provided by Licensee, an authorized
reseller, or any other third party acting on behalf of Licensee in connection
with the purchase of the software license to register the Software. Licensee
agrees to provide Leica Geosystems, an authorized reseller, or any other third
party acting on Licensee’s behalf with accurate and current registration
information, and Licensee further agrees to maintain and update this
registration information through customer data registration processes that may
be provided by Leica Geosystems. By installing and using the Software, Licensee
consents to Leica Geosystems using any personal information provided at
registration, or updated thereafter, to issue entitlement numbers, to manage
Leica Geosystems’ relationship with Licensee (including automating the issuance
of entitlement numbers for future purchases), and to otherwise use any such
personal information in conformance with its privacy policy, if applicable,
which is available at https://leica-geosystems.com/global/privacy-policy.
The activation security mechanisms may disable the Software if Licensee attempts
without Leica Geosystems’ consent or authorization to transfer it to another
computer or device, if the date-setting mechanisms on the computer or device is
tampered with, if Licensee uses the Software past an applicable evaluation
period or limited term, or if Licensee undertakes certain other actions that may
offset the security mode.
This Software may cause the Specified Computer Facility to automatically connect
to the Internet and to communicate with Leica Geosystems and or with third
parties connected with the development and/or the validation of the Software.
Except for the Third-Party Software specified in the Supplemental Terms, this
Software license does not cover or include the use of third-party software.
Licensee’s right to use any such other third -party software shall be governed
by the provisions set forth by such third party.
This Software license shall also apply to Open Source Software (OSS). In case of
conflict with the terms of this Software License Agreement, the terms of the
respective OSS license agreement shall govern.

3 WARRANTY

Express Warranty. Licensor warrants to the original Licensee that (a) the data
carrier medium on which the Software is stored shall be free from defects in
workmanship and material at the time of delivery to Licensee, and (b) for the
warranty period specified in the relevant Purchase Order, the Software (but not
Updates) shall function in material accordance with the Specifications, provided
the Software is used in the manner permitted in the foregoing license, on the
Specified Computer Facility and in accordance with the conditions of
installation, use and operation set forth in the Product description. Licensor
does not warrant that the Software will be free of defects, run without
interruption, meet the expectations of Licensee, or function in combination with
the hardware or software products of third parties, or that all program errors
will be corrected. In addition to the foregoing, in order for a defect in the
Software to be sufficiently material so as to violate the warranty set forth in
subsection (b), above, of this paragraph, the defect must cause the Software -
while being used in the manner permitted in the foregoing license - to function
in a way so divergent from the Specifications that it is unsuitable for the
purpose described in the Product description. Furthermore, if the required
functionality can be achieved by the Licensee indirectly (through a so called
“work-around”), then the applicable impairment shall not constitute a defect
giving rise to duties under the foregoing warranty. Licensor’s sole obligation
under the foregoing warranty shall be, at Licensor’s sole option and expense, to
either (a) replace the data carrier and/or the Software, so as to materially
conform with the Specifications (including, without limitation, replacement with
a more recent version or equivalent software); or (b) repair the Software by
providing correction codes, work-around solutions and/or Updates, including
updated documentation and other documents; or (c) terminate this License
Agreement and refund all license fees received following the return of the
Software in accordance with Section 7 below. The foregoing warranty will apply
to any replaced data carriers and Software until expiry of the original warranty
period.
The costs and risk of any delivery of Software to the service point nominated by
Licensor shall be borne by Licensee.
Obtaining warranty service. If Licensee detects a defect in the Software that
may give rise to a duty under the foregoing warranty, it will cease using the
Software immediately and notify Licensor or its local sales partner in writing
of the defect and provide sufficient supporting documentation within the period
for notifying defects. Such period for notifying defects is ninety (90) days
from the date of delivery of the data carrier medium (for a defect in the data
carrier medium) and one (1) year from the date of delivery of the Software (for
a defect in the Software). The written supporting documentation relating to the
defect will be sufficient if it permits the defect detected by Licensee to be
capable of reproduction by Licensor. Licensee will annex the relevant purchase
receipt so that Licensor can determine compliance with the periods for notifying
defects. Licensee will not carry out modifications or repairs itself or permit
such modifications or repairs to be carried out by unauthorized third parties.
If requested by Licensor, Licensee will support Licensor in the analysis of the
causes and conditions giving rise to the defect, as well as in the development
and testing of correction codes or a work-around solution.
Warranty exclusive. Licensee’s sole remedy for Software defects is set forth in
the foregoing express warranty. The Software is licensed with its current
features “as is” and with no warranty or guarantee of whatever nature, other
than the foregoing express warranty. Such express warranty is in lieu of all
other warranties, express or implied, either in fact or by operation of law,
statutory or otherwise, including warranties, terms or conditions of
merchantability, fitness for a particular purpose, satisfactory quality and
non-infringement, all of which are expressly disclaimed. Licensee acknowledges
that Licensor’s sales partner or dealers are not allowed to provide any
warranty, guarantee or assurance with regard to the use, suitability, or results
of use of the Software, or with regard to the precision, accuracy or reliability
thereof, and any such warranty, guarantee or assurance is of no effect. It shall
be the responsibility of Licensee to select the Software that fulfils its
requirements. Licensee shall bear the full risk for the performance of and
results achieved by the Software and for its suitability for the use that
Licensee has planned for it, even when Licensor has been informed of the planned
use of the Software.
Licensor shall be relieved of its obligations under the foregoing express
warranty to the extent that any defect is caused by circumstances for which it
is not responsible, including, without limitation, (a) non-compliance with the
conditions of use and operation contained in the Product description or the
documentation; (b) non-compliance with the provisions of this License Agreement;
(c) unauthorized modifications to or interference with the Software by Licensee
or third parties; (d) errors in the operation of the Software by Licensee or by
third-party staff; (e) influences from systems or programs that have not been
supplied by Licensor; or (f) use on a computer facility other than the Specified
Computer Facility.
In the event that Licensor is not responsible for a defect pursuant to these
warranty provisions or that Licensor incurs additional expenditure as a result
of the failure of Licensee to comply fully with its obligations under this
Section 3 (including, without limitation, its obligation to support and provide
documentation to Licensor), Licensor shall have the right to charge Licensee for
the costs that it incurs for the analysis and rectification of the defect
according to the time and materials required and in accordance with the
applicable rates charged by Licensor at the time.

4 INTELLECTUAL PROPERTY RIGHTS

Licensee shall hold only those rights to the Software that are expressly
described in Section 2 of this License Agreement. As between Licensor and
Licensee, any other rights with regard to the Software, including without
limitation, ownership rights and patent, copyright, trademark, trade secret and
other intellectual property rights, shall remain the sole property of Licensor.
Licensee will not remove from the Software any references to copyrights,
trademarks or other ownership rights, or cover up or alter any such references.
Licensee will take all reasonable steps to prevent any unauthorized use,
reproduction, sale, or publication of the Software or the unauthorized provision
of access thereto. Licensee will indemnify and hold harmless Licensor from any
losses, damages, claims and expenses (including, without limitation, reasonable
legal expenses) relating to any infringement of the rights of Licensor caused by
Licensee, Licensee’s breach of this License Agreement or Licensee’s use of the
Software in a manner not authorized under this License Agreement.
In the event that Licensee faces legal proceedings based on the allegation that
Licensee’s use of a valid, unmodified version of the Software in accordance with
the terms and conditions of this License Agreement infringes an existing
intellectual property right in Switzerland, the European Union, Japan, the USA
or in any other countries where Licensor sells the Software, or that such use
constitutes unfair competition, Licensor shall defend any such proceedings at
its own expense, provided that Licensee has informed Licensor immediately in
writing of the proceedings raised, has granted Licensor a Power of Attorney
authorizing it to conduct and settle the legal proceedings, and, if requested by
Licensor, has provided Licensor with reasonable support in the defense of such
proceedings.
In the event that, in the sole opinion of Licensor, the valid, unmodified
version of the Software could infringe the intellectual property rights of third
parties, it shall at its own exclusive discretion (a) either obtain
authorization from such third party for the continued use of the Software by
Licensee, (b) replace the Software, (c) modify it in such a manner that there is
no longer any infringement of intellectual property rights, or (d) if the
foregoing measures are not within the bounds of what is reasonably possible,
terminate this License Agreement effective immediately and refund to Licensee a
portion of the license fees paid (after deduction of an appropriate payment for
the use already made of the Software by Licensee).
Notwithstanding the foregoing, Licensor shall be relieved of its obligations
under the prior two paragraphs of this Section 4 if the infringement claim is
based on the allegation or fact that the Software (a) has been modified by
Licensee, or (b) is being used with other programs or data and such combination
has led to an infringement of a third-party right, (c) has been used on a
computer facility other than the Specified Computer Facility, or (d) has been
used and operated under conditions other than those specified in the Product
description.

5 LIMITATION OF LIABILITY

To the extent permitted under applicable law, Licensor shall not be liable for
any direct, indirect or consequential loss or damage, including, without
limitation, loss of income, loss of business profits or loss of contracts,
unrealized cost reductions, loss of data, business interruption, or increased
costs on the part of Licensee or any other financial losses, that result from or
in connection with the purchase, license, use, breakdown or interruption of
operation of the Software. The foregoing limitation of liability shall also
apply in the event that Licensor has been notified of the possibility of such
losses being incurred. Licensor shall be liable only for loss or damage caused
by Licensor’s gross negligence or willful misconduct. This limitation of
liability shall apply to all claims for loss and damage irrespective of their
legal grounds, including, without limitation, claims based on tort, contract,
pre- contract or quasi-contract. This limitation of liability shall also apply
to any officers, directors or employees of Licensor, or any representatives or
agents of Licensor or licensors of Third-Party Software that are involved in the
development, marketing or supply of the Software.
It shall be the exclusive duty of Licensee to ensure that it and its staff
possess the required knowledge to properly install and use the Software.
Licensor shall not be liable for problems and defects that arise from
insufficient knowledge or learning on the part of the users of the Software.

6 EXCLUSION OF OTHER ASSURANCES

Licensee hereby agrees that no verbal or written assurances, declarations,
statements, recommendations or advertising messages have been made by Licensor,
its employees, sales partners, agents, dealers or downstream distributors that
could give rise to an amendment or extension of the foregoing warranties and
limitation of liability. Licensee is hereby given notice that none of the
forenamed persons is authorized by Licensor to make any such amendments or to
provide any such assurances.

7 DURATION AND TERMINATION

This License Agreement shall come into force on the agreement of Licensee to the
provisions hereof and shall remain in force for the term indicated in the
Purchase Order.
In addition to any other right of termination provided in this License
Agreement, each party shall be entitled to terminate this License Agreement at
any time with immediate effect:
a) in the event of a material violation of a contractual duty by the other
party, including, without limitation, default in payment of the license fee, if
the party in breach does not remedy such violation within forty-five (45) days
after being served with a notice in writing;
b) is unable to pay its debts, or becomes insolvent, or is subject to an order
or a resolution for its liquidation, administration, winding-up or dissolution
(otherwise than for the purposes of a solvent amalgamation or reconstruction),
or has an administrative or other receiver, manager, trustee, liquidator,
administrator or similar officer appointed over all or any substantial part of
its assets, or enters into or proposes any composition or arrangement with its
creditors generally, or is subject to any analogous event or proceeding in any
applicable jurisdiction.
On any termination of this License Agreement, all rights of use of the Software
held by Licensee shall expire. Within thirty (30) days from the date of
termination of the License Agreement Licensee will return to Licensor or destroy
(and confirm such destruction in writing to Licensor) the Software and all
copies or partial copies thereof that have been made, as well as all modified
parts of the Software or interfacing parts linking to other programs or data
systems, and to the extent available, all security devices.

8 IMPORT, EXPORT AND USE OF THE SOFTWARE

Licensee shall be exclusively responsible for ensuring compliance with the
relevant legislation relating to its rights to import, export or use the
Software.

9 GENERAL PROVISIONS

If any term or provision of this License Agreement shall be or shall become
invalid or unenforceable for any reason, such term or provision shall be
ineffective to the extent of such invalidity or unenforceability without
invalidating the remaining terms and provisions hereof, provided, however, that
the parties shall replace any such invalid or unenforceable provision by a valid
and enforceable provision as comes nearest to the original provision in economic
impact and intent. This License Agreement may be modified only in writing,
signed by an authorized officer of Leica Geosystems. This is the entire
agreement between Leica Geosystems and Licensee regarding the Software and it
supersedes any prior representation, discussions, undertakings, communications
or advertising relating to the Software.

10 THIRD-PARTY BENEFICIARY

The parties expressly agree that each subsidiary of Leica Geosystems, including
the entity from whom Licensee purchased the Product (if the Product is not the
Software itself), is a third-party beneficiary of this Software License
Agreement, and, without limiting the foregoing, such subsidiaries shall have all
defenses available to Leica Geosystems under this Software License Agreement.

11 GOVERNING LAW AND PLACE OF JURISDICTION

This Agreement shall be governed by the laws of Switzerland, excluding all
conflicts of laws principles and excluding the United Nations Convention on
Contracts for the International Sale of Goods. The ordinary courts at the
headquarters of Leica Geosystems AG in Balgach, Switzerland shall have
jurisdiction. Licensor shall, in its sole discretion, also have the right to
invoke the courts of law having jurisdiction at the domicile or place of
business of Licensee.

RESTRICTED RIGHTS

Contract No. N00024-97-H-4204
Contractor Name Cyra Technologies, Inc.
(Subcontractor to Spatial Integrated Systems)

Contractor Address 4550 Norris Canyon Road, San Ramon, CA 94583

The Government's rights to use, modify, reproduce, release, perform, display, or
disclose this software are restricted by paragraph (b)(3) of the Rights in
Noncommercial Computer Software and Noncommercial Computer Software
Documentation clause contained in the above identified contract. Any
reproduction of computer software or portions thereof marked with this legend
must also reproduce the markings. Any person, other than the Government, who has
been provided access to such software must promptly notify the above-named
Contractor. This license will be governed by the laws of the State of California
as applied to transactions taking place wholly within California between
California residents.

Leica Geosystems AG
Heinrich-Wild-Strasse 201
CH - 9435 Heerbrugg
(Switzerland)
Heerbrugg, 12 May 2020




LEICA GEOSYSTEMS SOFTWARE LICENSING AGREEMENT:
INTEGRATED AND RESALE SOFTWARE SUPPLEMENTAL TERMS

*Please read these License Agreement Supplemental Terms thoroughly before using
the Software*

These Integrated and Resale Software Supplemental Terms (“Supplemental Terms”)
are attached to and incorporated in the Leica Geosystems Software License
Agreement (“License Agreement”) between Customer (“Licensee”) and Leica
Geosystems AG (“Leica Geosystems” or “Licensor”). These Supplemental Terms
together with the License Agreement and other applicable agreements form the
agreement between Licensor and Licensee (“Agreement”). All capitalised terms
used in these Supplemental Terms that are not defined herein have the same
meaning as set forth in the License Agreement.

1 DEFINITIONS

“Data” means any electronic data, text, messages, communications, documents,
photos or other materials submitted to and stored within the Services by Leica,
its Authorised Resellers, its Affiliates, or Licensee or an End-User in
connection with the use of the Services.
“End-User” means an entity or person who uses one or more of the Third-Party
Software for or on behalf of Licensee.
“Services” means cloud-based software solutions.


2 THIRD-PARTY SOFTWARE

In addition to the terms and conditions set forth in the License Agreement,
these Supplemental Terms govern Licensee’s use of the following third-party
software integrated or resold by Licensor (“Third-Party Software”): See list at
https://leica-geosystems.com/about-us/compliance-standards/legal-documents.

3 USE

Licensor grants to Licensee a non-exclusive, non-transferable,
non-sublicensable, and non-assignable right to use the Third-Party Software as
part of the Software for its internal business operations under the terms stated
in the License Agreement and these Supplemental Terms. To the extent there is
any conflict or inconsistency between the provisions of the License Agreement
and the Supplemental Terms, or to the extent the Supplemental Terms address
matters not addressed in the License Agreement, the provisions of these
Supplemental Terms shall take priority and govern solely with respect to the
Third-Party Software.

4 NO COPIES

Licensee shall not copy the Third-Party Software except: (i) as necessary to
read the Third-Party Software from the media into the memory of a computer
solely for the purpose of executing it on a single machine (whether a
stand-alone computer or a workstation component of a multi-terminal system), or
(ii) to create an archival copy. All such copies of the Third-Party Software
shall contain the same proprietary notices which appear on and in the
Third-Party Software. Licensee shall not install, access, or otherwise copy or
use the Third-Party Software except as expressly authorized by these
Supplemental Terms.

5 RESTRICTIONS

Licensee shall not: (i) modify, adapt, translate, reverse engineer, decompile,
or disassemble the Third-Party Software or any part thereof; (ii) modify,
translate, adapt, arrange, or create derivative works based on the Third-Party
Software for any purpose; (iii) remove, modify or hide or otherwise make
unreadable or non-viewable any proprietary notice, label, legend, advice,
watermark, trademark, service mark, or other designation contained on the
Third-Party Software, any component thereof, documentation, or output therefrom;
(iv) distribute copies of the Third-Party Software to any third party,
including, without limitation, to test, gift, rent, lease, loan, or sublicense
the Third-Party Software to any third party; (v) install or access, or allow the
installation or access to, the Third-Party Software in a virtual server
environment or over the Internet, including, without limitation, use in
connection with a Web hosting or similar service, or make the Third-Party
Software available to any third party via the Internet or otherwise; (vi) use or
export the Third-Party Software outside of the country of purchase for any
reason; (vii) use or permit the use of the Third-Party Software in violation of
any U.S. Federal, state, or local laws or regulations or any foreign law or
regulation, including but not limited to export control laws; (viii) attempt to
circumvent or disable the security key mechanism that protects the Third-Party
Software against unauthorized use (except and only to the extent that applicable
law prohibits or restricts such restrictions); (ix) publicly disseminate
performance information or analysis (including, without limitation, benchmarks)
from any source relating to the Third-Party Software; or (x) publish any results
of benchmark tests run on the Third-Party Software. Licensee acknowledges and
consents to the Software automatically connecting to the Internet and
communicating with Licensor and/or its designated third parties connected with
the development and/or the validation of the Software and the enforcement of
licensing terms set out in this Agreement, to enable Licensor and its designated
third parties to maintain, process and use an End-User’s IP address, location,
technical, diagnostic, usage, licensing, and related information, which
information will be processed in accordance with the terms of this License
Agreement and the use, privacy, and data processing policies viewable at
https://leica-geosystems.com/global/privacy-policy.

6 TITLE

Title to and ownership of the intellectual property rights associated with the
Third-Party Software and any copies remain with the Third-Party Software
suppliers identified in Section 2 and their licensors/suppliers.

7 DISCLAIMERS

a. Disclaimer of Warranties. THE THIRD-PARTY SOFTWARE IS PROVIDED “AS IS.”
NEITHER LICENSOR NOR ITS SUPPLIERS MAKE ANY OTHER WARRANTIES, CONDITIONS OR
UNDERTAKINGS, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT
LIMITED TO WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, OR NONINFRINGEMENT. LICENSEE MAY HAVE OTHER STATUTORY RIGHTS; HOWEVER,
TO THE FULL EXTENT PERMITTED BY LAW, THE DURATION OF STATUTORILY REQUIRED
WARRANTIES, IF ANY, SHALL BE LIMITED TO THE SHORTEST PERIOD PERMITTED BY LAW.
LICENSOR MAKES NO WARRANTIES WITH RESPECT TO ANY THIRD-PARTY COMPONENTS OF THE
THIRD-PARTY SOFTWARE.
b. Warnings; Additional Disclaimers. THE THIRD-PARTY SOFTWARE IS A TOOL INTENDED
TO BE USED BY TRAINED PROFESSIONALS ONLY, AND ANY OUTPUT OF THE THIRD-PARTY
SOFTWARE (INCLUDING WITHOUT LIMITATION COMPARISONS OF A PRODUCT’S FIELD SCANS
WITH MODELS) MUST BE ANALYZED BY SUCH TRAINED PROFESSIONALS BEFORE MAKING ANY
DECISIONS. THE THIRD-PARTY SOFTWARE IS NOT A SUBSTITUTE FOR PROFESSIONAL
JUDGMENT OR INDEPENDENT TESTING, WHETHER REQUIRED OF LICENSEE OR OTHERWISE. DUE
TO THE LARGE VARIETY OF POTENTIAL APPLICATIONS FOR THE THIRD-PARTY SOFTWARE, THE
THIRD-PARTY SOFTWARE HAS NOT BEEN TESTED IN ALL SITUATIONS UNDER WHICH IT MAY BE
USED. ANY USE BY LICENSEE OF (I) THE THIRD-PARTY SOFTWARE OR (II) ANY OUTPUT OF
THE THIRD-PARTY SOFTWARE IS SOLELY AT LICENSEE’S OWN RISK AND LICENSOR AND ITS
SUPPLIERS WILL HAVE NO LIABILITY FOR SUCH USE. LICENSEE IS SOLELY RESPONSIBLE
FOR THE ACCURACY OF ALL FIELD SCANS AND MODELS. THE LICENSORS OF THE MODELING
PROGRAMS MAY CHANGE THE MODELING PROGRAMS SO THAT THEY ARE NO LONGER COMPATIBLE
WITH THE THIRD-PARTY SOFTWARE, AND LICENSOR AND ITS SUPPLIERS WILL HAVE NO
RESPONSIBILITY FOR ANY INABILITY TO USE THE THIRD-PARTY SOFTWARE DUE TO A CHANGE
IN THE MODELING PROGRAM. LICENSEE IS RESPONSIBLE FOR THE SUPERVISION,
MANAGEMENT, AND CONTROL OF THE THIRD-PARTY SOFTWARE. THIS RESPONSIBILITY
INCLUDES, BUT IS NOT LIMITED TO, THE DETERMINATION OF APPROPRIATE USES FOR THE
THIRD-PARTY SOFTWARE AND THE SELECTION OF THE THIRD-PARTY SOFTWARE AND OTHER
PROGRAMS TO ACHIEVE INTENDED RESULTS. THE THIRD-PARTY SOFTWARE IS NOT FAULT
TOLERANT AND IS NOT DESIGNED, MANUFACTURED OR INTENDED FOR USE IN LIFE SUPPORT,
MEDICAL, EMERGENCY, MISSION CRITICAL OR OTHER STRICT LIABILITY OR HAZARDOUS
ACTIVITIES (“HIGH RISK ACTIVITIES”). LICENSOR AND ITS SUPPLIERS EACH
SPECIFICALLY DISCLAIM ANY EXPRESS OR IMPLIED WARRANTY OF FITNESS FOR HIGH RISK
ACTIVITIES. LICENSEE REPRESENTS AND WARRANTS THAT ITS END USER(S) WILL NOT USE
THE THIRD-PARTY SOFTWARE (OR PERMIT IT TO BE USED) FOR HIGH RISK ACTIVITIES AND
AGREE THAT LICENSOR AND ITS SUPPLIERS WILL HAVE NO LIABILITY FOR USE OF THE
THIRD-PARTY SOFTWARE IN HIGH RISK ACTIVITIES. LICENSEE SHALL INDEMNIFY, DEFEND,
AND HOLD HARMLESS LICENSOR AND ITS SUPPLIERS FOR ANY CLAIMS, DAMAGES,
LIABILITIES OR OTHER LOSSES RESULTING FROM SUCH USE.


8 INDEMNIFICATION

LICENSEE SHALL INDEMNIFY, DEFEND, AND HOLD HARMLESS LICENSOR, ITS DISTRIBUTORS,
LICENSORS, AND SUPPLIERS, AND THEIR RESPECTIVE AGENTS, OFFICERS, MANAGERS,
EMPLOYEES, AND MEMBERS FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, SUITS,
JUDGMENTS AND EXPENSES (INCLUDING REASONABLE LEGAL FEES AND EXPENSES) ARISING
OUT OF OR RELATING TO: (A) A BREACH BY LICENSEE OF ITS OBLIGATIONS UNDER THE
LICENSE AGREEMENT OR THESE SUPPLEMENTAL TERMS; (B) ANY VIOLATION OF ANY LAW,
REGULATION, OR THIRD-PARTY RIGHTS; AND/OR (C) INTELLECTUAL PROPERTY
MISAPPROPRIATION OR INFRINGEMENT CLAIMS BY ANY THIRD PARTY BASED ON, OR RELATING
TO, LICENSEE’S USE OF THE THIRD-PARTY SOFTWARE. LICENSEE SHALL GIVE LICENSOR
PROMPT NOTICE OF SUCH CLAIMS AND PERMIT LICENSOR TO CONTROL THE DEFENSE OR
SETTLEMENT THEREOF.

9 RETURN OF COPIES

Upon termination of the License Agreement for the Software and Third-Party
Software, Licensee shall discontinue use and destroy or return to Licensor all
copies of the Third-Party Software and related Documentation.

10 LIMITATION OF LIABILITY

a. NEITHER LICENSOR NOR LICENSOR’S SUPPLIERS AND/OR DISTRIBUTORS SHALL BE LIABLE
FOR ANY LOSS OF USE, LOST DATA, FAILURE OF SECURITY MECHANISMS, INTERRUPTION OF
BUSINESS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY
KIND (INCLUDING LOST PROFITS), REGARDLESS OF THE FORM OF ACTION, WHETHER IN
CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF
INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE.
b. NOTWITHSTANDING ANY OTHER PROVISION OF THE LICENSE AGREEMENT, LICENSOR’S AND
LICENSOR’S SUPPLIERS’ AND/OR DISTRIBUTORS’ ENTIRE LIABILITY TO LICENSEE UNDER
THE LICENSE AGREEMENT AND THESE SUPPLEMENTAL TERMS SHALL NOT EXCEED THE AMOUNT
ACTUALLY PAID BY LICENSEE TO LICENSOR FOR THE SOFTWARE UNDER THE LICENSE
AGREEMENT

11 THIRD PARTY BENEFICIARY

Third-Party Software suppliers identified in Section 2 are intended third party
beneficiaries of Licensor’s rights under the License Agreement and these
Supplemental Terms.


Heerbrugg, 12 May 2020
Leica Software Licensing Agreement – Terrestrial Laser Scanning
www.leica-geosystems.com
Leica Geosystems AG
Heinrich-Wild-Strasse
CH-9435 Heerbrugg
Switzerland
Phone +41 71 727 31 31


LEICA GEOSYSTEMS


SOFTWARE LICENSE AGREEMENT

PLEASE READ THE FOLLOWING TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT (THE
“LICENSE AGREEMENT”) CAREFULLY BEFORE USING THIS PRODUCT (AS DEFINED IN SECTION
1). THE PRODUCT INCLUDES SOFTWARE, WHICH LEICA GEOSYSTEMS WILL LICENSE TO YOU
FOR USE ONLY IN THE MANNER DETAILED BELOW. YOU MUST NOT INSTALL OR USE THE
SOFTWARE UNLESS YOU HAVE READ AND ACCEPTED THE TERMS AND CONDITIONS HEREIN; BY
PROCEEDING WITH THE INSTALLATION OR THE USE OF THE SOFTWARE OR ANY PART THEREOF,
YOU SHALL BE DEEMED TO HAVE AGREED TO ALL THE TERMS AND CONDITIONS OF THE
LICENSE, THE WARRANTY, THE LIMITATION OF LIABILITY AND THE OTHER PROVISIONS OF
THIS LICENSE AGREEMENT, INCLUDING ANY SUPPLEMENTAL TERMS PROVIDED.
IN THE EVENT THAT YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS LICENSE
AGREEMENT, YOU SHALL NOT BE PERMITTED TO USE THE SOFTWARE, AND YOU MUST RETURN
THE UNUSED SOFTWARE TOGETHER WITH ITS ACCOMPANYING DOCUMENTATION AND THE
PURCHASE RECEIPT TO THE DEALER FROM WHOM YOU PURCHASED THE PRODUCT WITHIN TEN
(10) DAYS OF PURCHASE TO OBTAIN A FULL REFUND OF THE PURCHASE PRICE.
THIS SOFTWARE MAY INCLUDE PRODUCT ACTIVATION AND OTHER TECHNOLOGY DESIGNED TO
PREVENT UNAUTHORIZED USE AND COPYING OR TO PROVIDE TECHNICAL OR SUPPORT SERVICES
REMOTELY BY LEICA GEOSYSTEMS OR ITS AUTHORIZED RESELLER OR THIRD PARTY. THIS
TECHNOLOGY MAY CAUSE YOUR COMPUTER OR DEVICE TO AUTOMATICALLY CONNECT TO THE
INTERNET. ADDITIONALLY, ONCE CONNECTED, THE SOFTWARE MAY TRANSMIT YOUR SERIAL
NUMBER/LICENSE NUMBER TO LEICA GEOSYSTEMS AND IN DOING SO MAY PREVENT USES OF
THE SOFTWARE WHICH ARE NOT PERMITTED; ALSO, THE SOFTWARE MAY TRANSMIT OTHER
SUPPORT-RELATED INFORMATION, SUCH AS CONFIGURATIONS, USAGE STATISTICS, OR ALLOW
OR PUSH DOWNLOADS OF UPDATES TO PRODUCT SOFTWARE.

1 DEFINITIONS

“Integrated and Resale Software Supplemental Terms (“Supplemental Terms”)” shall
mean, if applicable, the terms and conditions attached to this License
Agreement, which are incorporated by reference herein and that, together with
this License Agreement, govern Licensee’s use of specified Third-Party Software.
To the extent there is any conflict or inconsistency between the provisions of
this License Agreement and the Supplemental Terms, the provisions of the
Supplemental Terms shall take priority and govern solely with respect to the
Third-Party Software;
“Patches” shall mean the fixing of a programming error (bug) or of a wrong
behavior of the Software or the related Software code.
“Product” shall mean (a) the Leica Geosystems instrument you have purchased for
use with the Software, if any, or (b) the Software itself, if you have licensed
the Software on a stand-alone basis.
“Purchase Agreement” shall mean the purchase order, agreement or other document
pursuant to which you purchased the Product.
“Software” shall, depending on the case, mean the Leica Geosystems software and
Third-Party Software, and the related documentation (in electronic or in paper
form), (a) that is supplied to you on a data carrier medium, or (b) that is
pre-installed on the Product (if the Product is not the Software itself), or (c)
that can be downloaded by you online pursuant to prior authorization from Leica
Geosystems.
“Specifications” shall mean the functionality of the Software as described in
the Product description and the help functions, if any, provided in electronic
or in paper form by Leica Geosystems in conjunction with the Software.
“Specified Computer Facility” shall mean the computer or server environment
defined in the Product description that is required for the proper functioning
of the Software.
“Third-Party Software” shall mean, if applicable, third-party software specified
in the Supplemental Terms, which has been integrated with the Software and/or
Product or resold by Leica Geosystems;
“Updates” shall mean software that corrects faults in the Software or
Third-Party Software or that, pursuant to no obligation hereunder, enhances the
functionality of the Software or Third-Party Software by providing additional
functions or any other increases in performance.

2 SCOPE OF THE LICENSE

Leica Geosystems AG, Heinrich-Wild-Strasse, CH-9435 Heerbrugg, Switzerland
(alternatively, the "Licensor" or “Leica Geosystems”) hereby grants to you (the
"Licensee"), subject to payment of the applicable license fee and to continuous
compliance with all the provisions hereinafter and in the Supplemental Terms,
the non-exclusive, non-transferable, non-sublicensable, and non-assignable right
to use in the manner set forth herein the Software on one (1) application,
unless the number of permitted applications is otherwise agreed upon in the
Purchase Agreement. The use of the Software for a purpose other than as licensed
herein shall not be permitted.
The foregoing license is limited as follows:
(a) the Software will be used only on such permitted number of applications and
in a mechanically readable form;
(b) the Software will as a whole or in part be installed, saved and run only on
the Specified Computer Facility in accordance with the installation instructions
of Licensor; and
(c) one (1) copy of the Software may be made exclusively for security and
archiving purposes, provided that such copy carries a comprehensive copyright
notice together with all additional references to the rights of Licensor to the
Software and the designation of the original version.
In the event that the Software is an update or an additional module for an
already licensed system, instrument or facility, Licensee may make only as many
copies as previously authorized by Licensor. Certain Software supplied by
Licensor may contain a special program that regulates and monitors the number of
simultaneous users of the Software in a network environment together with the
number of the licensed copies of the Software, excluding back-up copies (the
“Special Program”). Licensee hereby consents to the inclusion and operation of
such Special Program and to the use of other security devices in connection with
the Software and Licensee shall be prohibited from circumventing,
reverse-engineering or copying such Special Program or any other security
devices.
Licensee will use the Software only in the manner permitted under the foregoing
license and will not (a) alter the Software or any part thereof in any manner
(including, without limitation, through modifications, adaptations,
translations, or second-hand versions.), (b) decompile the Software or any part
thereof, (c) reverse-engineer or disassemble the Software or any part thereof or
manipulate the Software in any other way into a form that persons can read, (d)
transfer the Software or any part thereof to another operating system, (e) pass
on the Software or any part thereof to a third party or make it available to a
third party in any other manner (including, without limitation, for testing or
by gift, lease, loan or sublicense, or via a service bureau) without the prior
written consent of Licensor, (f) use the Software or any part thereof on a
computer facility other than the Specified Computer Facility, or on more than
one work station, on networks, on a client server system or on mobile additional
instruments without the prior written consent of Licensor, (g) remove, alter, or
obscure any proprietary notices, labels, or marks from the Software, (h) use any
equipment, device, software, or other means designed to circumvent or remove any
form of copy protection used by Leica Geosystems in connection with the
Software, or use the Software together with any authorization code, serial
number, or other copy-protection device not supplied by Leica Geosystems
directly or through an authorized distributor; or (i) use any equipment, device,
software, or other means designed to circumvent or remove any usage
restrictions, or to enable functionality disabled by Leica Geosystems.
Installation, access, and continued use of the Software may require an
entitlement number. Registration may be required for certain features or before
an entitlement number is issued by Leica Geosystems. Licensee agrees that Leica
Geosystems may use data and information provided by Licensee, an authorized
reseller, or any other third party acting on behalf of Licensee in connection
with the purchase of the software license to register the Software. Licensee
agrees to provide Leica Geosystems, an authorized reseller, or any other third
party acting on Licensee’s behalf with accurate and current registration
information, and Licensee further agrees to maintain and update this
registration information through customer data registration processes that may
be provided by Leica Geosystems. By installing and using the Software, Licensee
consents to Leica Geosystems using any personal information provided at
registration, or updated thereafter, to issue entitlement numbers, to manage
Leica Geosystems’ relationship with Licensee (including automating the issuance
of entitlement numbers for future purchases), and to otherwise use any such
personal information in conformance with its privacy policy, if applicable,
which is available at https://leica-geosystems.com/global/privacy-policy.
The activation security mechanisms may disable the Software if Licensee attempts
without Leica Geosystems’ consent or authorization to transfer it to another
computer or device, if the date-setting mechanisms on the computer or device is
tampered with, if Licensee uses the Software past an applicable evaluation
period or limited term, or if Licensee undertakes certain other actions that may
offset the security mode.
This Software may cause the Specified Computer Facility to automatically connect
to the Internet and to communicate with Leica Geosystems and or with third
parties connected with the development and/or the validation of the Software.
Except for the Third-Party Software specified in the Supplemental Terms, this
Software license does not cover or include the use of third-party software.
Licensee’s right to use any such other third -party software shall be governed
by the provisions set forth by such third party.
This Software license shall also apply to Open Source Software (OSS). In case of
conflict with the terms of this Software License Agreement, the terms of the
respective OSS license agreement shall govern.

3 WARRANTY

Express Warranty. Licensor warrants to the original Licensee that (a) the data
carrier medium on which the Software is stored shall be free from defects in
workmanship and material at the time of delivery to Licensee, and (b) for the
warranty period specified in the relevant Purchase Order, the Software (but not
Updates) shall function in material accordance with the Specifications, provided
the Software is used in the manner permitted in the foregoing license, on the
Specified Computer Facility and in accordance with the conditions of
installation, use and operation set forth in the Product description. Licensor
does not warrant that the Software will be free of defects, run without
interruption, meet the expectations of Licensee, or function in combination with
the hardware or software products of third parties, or that all program errors
will be corrected. In addition to the foregoing, in order for a defect in the
Software to be sufficiently material so as to violate the warranty set forth in
subsection (b), above, of this paragraph, the defect must cause the Software -
while being used in the manner permitted in the foregoing license - to function
in a way so divergent from the Specifications that it is unsuitable for the
purpose described in the Product description. Furthermore, if the required
functionality can be achieved by the Licensee indirectly (through a so called
“work-around”), then the applicable impairment shall not constitute a defect
giving rise to duties under the foregoing warranty. Licensor’s sole obligation
under the foregoing warranty shall be, at Licensor’s sole option and expense, to
either (a) replace the data carrier and/or the Software, so as to materially
conform with the Specifications (including, without limitation, replacement with
a more recent version or equivalent software); or (b) repair the Software by
providing correction codes, work-around solutions and/or Updates, including
updated documentation and other documents; or (c) terminate this License
Agreement and refund all license fees received following the return of the
Software in accordance with Section 7 below. The foregoing warranty will apply
to any replaced data carriers and Software until expiry of the original warranty
period.
The costs and risk of any delivery of Software to the service point nominated by
Licensor shall be borne by Licensee.
Obtaining warranty service. If Licensee detects a defect in the Software that
may give rise to a duty under the foregoing warranty, it will cease using the
Software immediately and notify Licensor or its local sales partner in writing
of the defect and provide sufficient supporting documentation within the period
for notifying defects. Such period for notifying defects is ninety (90) days
from the date of delivery of the data carrier medium (for a defect in the data
carrier medium) and one (1) year from the date of delivery of the Software (for
a defect in the Software). The written supporting documentation relating to the
defect will be sufficient if it permits the defect detected by Licensee to be
capable of reproduction by Licensor. Licensee will annex the relevant purchase
receipt so that Licensor can determine compliance with the periods for notifying
defects. Licensee will not carry out modifications or repairs itself or permit
such modifications or repairs to be carried out by unauthorized third parties.
If requested by Licensor, Licensee will support Licensor in the analysis of the
causes and conditions giving rise to the defect, as well as in the development
and testing of correction codes or a work-around solution.
Warranty exclusive. Licensee’s sole remedy for Software defects is set forth in
the foregoing express warranty. The Software is licensed with its current
features “as is” and with no warranty or guarantee of whatever nature, other
than the foregoing express warranty. Such express warranty is in lieu of all
other warranties, express or implied, either in fact or by operation of law,
statutory or otherwise, including warranties, terms or conditions of
merchantability, fitness for a particular purpose, satisfactory quality and
non-infringement, all of which are expressly disclaimed. Licensee acknowledges
that Licensor’s sales partner or dealers are not allowed to provide any
warranty, guarantee or assurance with regard to the use, suitability, or results
of use of the Software, or with regard to the precision, accuracy or reliability
thereof, and any such warranty, guarantee or assurance is of no effect. It shall
be the responsibility of Licensee to select the Software that fulfils its
requirements. Licensee shall bear the full risk for the performance of and
results achieved by the Software and for its suitability for the use that
Licensee has planned for it, even when Licensor has been informed of the planned
use of the Software.
Licensor shall be relieved of its obligations under the foregoing express
warranty to the extent that any defect is caused by circumstances for which it
is not responsible, including, without limitation, (a) non-compliance with the
conditions of use and operation contained in the Product description or the
documentation; (b) non-compliance with the provisions of this License Agreement;
(c) unauthorized modifications to or interference with the Software by Licensee
or third parties; (d) errors in the operation of the Software by Licensee or by
third-party staff; (e) influences from systems or programs that have not been
supplied by Licensor; or (f) use on a computer facility other than the Specified
Computer Facility.
In the event that Licensor is not responsible for a defect pursuant to these
warranty provisions or that Licensor incurs additional expenditure as a result
of the failure of Licensee to comply fully with its obligations under this
Section 3 (including, without limitation, its obligation to support and provide
documentation to Licensor), Licensor shall have the right to charge Licensee for
the costs that it incurs for the analysis and rectification of the defect
according to the time and materials required and in accordance with the
applicable rates charged by Licensor at the time.

4 INTELLECTUAL PROPERTY RIGHTS

Licensee shall hold only those rights to the Software that are expressly
described in Section 2 of this License Agreement. As between Licensor and
Licensee, any other rights with regard to the Software, including without
limitation, ownership rights and patent, copyright, trademark, trade secret and
other intellectual property rights, shall remain the sole property of Licensor.
Licensee will not remove from the Software any references to copyrights,
trademarks or other ownership rights, or cover up or alter any such references.
Licensee will take all reasonable steps to prevent any unauthorized use,
reproduction, sale, or publication of the Software or the unauthorized provision
of access thereto. Licensee will indemnify and hold harmless Licensor from any
losses, damages, claims and expenses (including, without limitation, reasonable
legal expenses) relating to any infringement of the rights of Licensor caused by
Licensee, Licensee’s breach of this License Agreement or Licensee’s use of the
Software in a manner not authorized under this License Agreement.
In the event that Licensee faces legal proceedings based on the allegation that
Licensee’s use of a valid, unmodified version of the Software in accordance with
the terms and conditions of this License Agreement infringes an existing
intellectual property right in Switzerland, the European Union, Japan, the USA
or in any other countries where Licensor sells the Software, or that such use
constitutes unfair competition, Licensor shall defend any such proceedings at
its own expense, provided that Licensee has informed Licensor immediately in
writing of the proceedings raised, has granted Licensor a Power of Attorney
authorizing it to conduct and settle the legal proceedings, and, if requested by
Licensor, has provided Licensor with reasonable support in the defense of such
proceedings.
In the event that, in the sole opinion of Licensor, the valid, unmodified
version of the Software could infringe the intellectual property rights of third
parties, it shall at its own exclusive discretion (a) either obtain
authorization from such third party for the continued use of the Software by
Licensee, (b) replace the Software, (c) modify it in such a manner that there is
no longer any infringement of intellectual property rights, or (d) if the
foregoing measures are not within the bounds of what is reasonably possible,
terminate this License Agreement effective immediately and refund to Licensee a
portion of the license fees paid (after deduction of an appropriate payment for
the use already made of the Software by Licensee).
Notwithstanding the foregoing, Licensor shall be relieved of its obligations
under the prior two paragraphs of this Section 4 if the infringement claim is
based on the allegation or fact that the Software (a) has been modified by
Licensee, or (b) is being used with other programs or data and such combination
has led to an infringement of a third-party right, (c) has been used on a
computer facility other than the Specified Computer Facility, or (d) has been
used and operated under conditions other than those specified in the Product
description.

5 LIMITATION OF LIABILITY

To the extent permitted under applicable law, Licensor shall not be liable for
any direct, indirect or consequential loss or damage, including, without
limitation, loss of income, loss of business profits or loss of contracts,
unrealized cost reductions, loss of data, business interruption, or increased
costs on the part of Licensee or any other financial losses, that result from or
in connection with the purchase, license, use, breakdown or interruption of
operation of the Software. The foregoing limitation of liability shall also
apply in the event that Licensor has been notified of the possibility of such
losses being incurred. Licensor shall be liable only for loss or damage caused
by Licensor’s gross negligence or willful misconduct. This limitation of
liability shall apply to all claims for loss and damage irrespective of their
legal grounds, including, without limitation, claims based on tort, contract,
pre- contract or quasi-contract. This limitation of liability shall also apply
to any officers, directors or employees of Licensor, or any representatives or
agents of Licensor or licensors of Third-Party Software that are involved in the
development, marketing or supply of the Software.
It shall be the exclusive duty of Licensee to ensure that it and its staff
possess the required knowledge to properly install and use the Software.
Licensor shall not be liable for problems and defects that arise from
insufficient knowledge or learning on the part of the users of the Software.

6 EXCLUSION OF OTHER ASSURANCES

Licensee hereby agrees that no verbal or written assurances, declarations,
statements, recommendations or advertising messages have been made by Licensor,
its employees, sales partners, agents, dealers or downstream distributors that
could give rise to an amendment or extension of the foregoing warranties and
limitation of liability. Licensee is hereby given notice that none of the
forenamed persons is authorized by Licensor to make any such amendments or to
provide any such assurances.

7 DURATION AND TERMINATION

This License Agreement shall come into force on the agreement of Licensee to the
provisions hereof and shall remain in force for the term indicated in the
Purchase Order.
In addition to any other right of termination provided in this License
Agreement, each party shall be entitled to terminate this License Agreement at
any time with immediate effect:
a) in the event of a material violation of a contractual duty by the other
party, including, without limitation, default in payment of the license fee, if
the party in breach does not remedy such violation within forty-five (45) days
after being served with a notice in writing;
b) is unable to pay its debts, or becomes insolvent, or is subject to an order
or a resolution for its liquidation, administration, winding-up or dissolution
(otherwise than for the purposes of a solvent amalgamation or reconstruction),
or has an administrative or other receiver, manager, trustee, liquidator,
administrator or similar officer appointed over all or any substantial part of
its assets, or enters into or proposes any composition or arrangement with its
creditors generally, or is subject to any analogous event or proceeding in any
applicable jurisdiction.
On any termination of this License Agreement, all rights of use of the Software
held by Licensee shall expire. Within thirty (30) days from the date of
termination of the License Agreement Licensee will return to Licensor or destroy
(and confirm such destruction in writing to Licensor) the Software and all
copies or partial copies thereof that have been made, as well as all modified
parts of the Software or interfacing parts linking to other programs or data
systems, and to the extent available, all security devices.

8 IMPORT, EXPORT AND USE OF THE SOFTWARE

Licensee shall be exclusively responsible for ensuring compliance with the
relevant legislation relating to its rights to import, export or use the
Software.

9 GENERAL PROVISIONS

If any term or provision of this License Agreement shall be or shall become
invalid or unenforceable for any reason, such term or provision shall be
ineffective to the extent of such invalidity or unenforceability without
invalidating the remaining terms and provisions hereof, provided, however, that
the parties shall replace any such invalid or unenforceable provision by a valid
and enforceable provision as comes nearest to the original provision in economic
impact and intent. This License Agreement may be modified only in writing,
signed by an authorized officer of Leica Geosystems. This is the entire
agreement between Leica Geosystems and Licensee regarding the Software and it
supersedes any prior representation, discussions, undertakings, communications
or advertising relating to the Software.

10 THIRD-PARTY BENEFICIARY

The parties expressly agree that each subsidiary of Leica Geosystems, including
the entity from whom Licensee purchased the Product (if the Product is not the
Software itself), is a third-party beneficiary of this Software License
Agreement, and, without limiting the foregoing, such subsidiaries shall have all
defenses available to Leica Geosystems under this Software License Agreement.

11 GOVERNING LAW AND PLACE OF JURISDICTION

This Agreement shall be governed by the laws of Switzerland, excluding all
conflicts of laws principles and excluding the United Nations Convention on
Contracts for the International Sale of Goods. The ordinary courts at the
headquarters of Leica Geosystems AG in Balgach, Switzerland shall have
jurisdiction. Licensor shall, in its sole discretion, also have the right to
invoke the courts of law having jurisdiction at the domicile or place of
business of Licensee.

RESTRICTED RIGHTS

Contract No. N00024-97-H-4204
Contractor Name Cyra Technologies, Inc.
(Subcontractor to Spatial Integrated Systems)

Contractor Address 4550 Norris Canyon Road, San Ramon, CA 94583

The Government's rights to use, modify, reproduce, release, perform, display, or
disclose this software are restricted by paragraph (b)(3) of the Rights in
Noncommercial Computer Software and Noncommercial Computer Software
Documentation clause contained in the above identified contract. Any
reproduction of computer software or portions thereof marked with this legend
must also reproduce the markings. Any person, other than the Government, who has
been provided access to such software must promptly notify the above-named
Contractor. This license will be governed by the laws of the State of California
as applied to transactions taking place wholly within California between
California residents.

Leica Geosystems AG
Heinrich-Wild-Strasse 201
CH - 9435 Heerbrugg
(Switzerland)
Heerbrugg, 12 May 2020




LEICA GEOSYSTEMS SOFTWARE LICENSING AGREEMENT:
INTEGRATED AND RESALE SOFTWARE SUPPLEMENTAL TERMS

*Please read these License Agreement Supplemental Terms thoroughly before using
the Software*

These Integrated and Resale Software Supplemental Terms (“Supplemental Terms”)
are attached to and incorporated in the Leica Geosystems Software License
Agreement (“License Agreement”) between Customer (“Licensee”) and Leica
Geosystems AG (“Leica Geosystems” or “Licensor”). These Supplemental Terms
together with the License Agreement and other applicable agreements form the
agreement between Licensor and Licensee (“Agreement”). All capitalised terms
used in these Supplemental Terms that are not defined herein have the same
meaning as set forth in the License Agreement.

1 DEFINITIONS

“Data” means any electronic data, text, messages, communications, documents,
photos or other materials submitted to and stored within the Services by Leica,
its Authorised Resellers, its Affiliates, or Licensee or an End-User in
connection with the use of the Services.
“End-User” means an entity or person who uses one or more of the Third-Party
Software for or on behalf of Licensee.
“Services” means cloud-based software solutions.


2 THIRD-PARTY SOFTWARE

In addition to the terms and conditions set forth in the License Agreement,
these Supplemental Terms govern Licensee’s use of the following third-party
software integrated or resold by Licensor (“Third-Party Software”): See list at
https://leica-geosystems.com/about-us/compliance-standards/legal-documents.

3 USE

Licensor grants to Licensee a non-exclusive, non-transferable,
non-sublicensable, and non-assignable right to use the Third-Party Software as
part of the Software for its internal business operations under the terms stated
in the License Agreement and these Supplemental Terms. To the extent there is
any conflict or inconsistency between the provisions of the License Agreement
and the Supplemental Terms, or to the extent the Supplemental Terms address
matters not addressed in the License Agreement, the provisions of these
Supplemental Terms shall take priority and govern solely with respect to the
Third-Party Software.

4 NO COPIES

Licensee shall not copy the Third-Party Software except: (i) as necessary to
read the Third-Party Software from the media into the memory of a computer
solely for the purpose of executing it on a single machine (whether a
stand-alone computer or a workstation component of a multi-terminal system), or
(ii) to create an archival copy. All such copies of the Third-Party Software
shall contain the same proprietary notices which appear on and in the
Third-Party Software. Licensee shall not install, access, or otherwise copy or
use the Third-Party Software except as expressly authorized by these
Supplemental Terms.

5 RESTRICTIONS

Licensee shall not: (i) modify, adapt, translate, reverse engineer, decompile,
or disassemble the Third-Party Software or any part thereof; (ii) modify,
translate, adapt, arrange, or create derivative works based on the Third-Party
Software for any purpose; (iii) remove, modify or hide or otherwise make
unreadable or non-viewable any proprietary notice, label, legend, advice,
watermark, trademark, service mark, or other designation contained on the
Third-Party Software, any component thereof, documentation, or output therefrom;
(iv) distribute copies of the Third-Party Software to any third party,
including, without limitation, to test, gift, rent, lease, loan, or sublicense
the Third-Party Software to any third party; (v) install or access, or allow the
installation or access to, the Third-Party Software in a virtual server
environment or over the Internet, including, without limitation, use in
connection with a Web hosting or similar service, or make the Third-Party
Software available to any third party via the Internet or otherwise; (vi) use or
export the Third-Party Software outside of the country of purchase for any
reason; (vii) use or permit the use of the Third-Party Software in violation of
any U.S. Federal, state, or local laws or regulations or any foreign law or
regulation, including but not limited to export control laws; (viii) attempt to
circumvent or disable the security key mechanism that protects the Third-Party
Software against unauthorized use (except and only to the extent that applicable
law prohibits or restricts such restrictions); (ix) publicly disseminate
performance information or analysis (including, without limitation, benchmarks)
from any source relating to the Third-Party Software; or (x) publish any results
of benchmark tests run on the Third-Party Software. Licensee acknowledges and
consents to the Software automatically connecting to the Internet and
communicating with Licensor and/or its designated third parties connected with
the development and/or the validation of the Software and the enforcement of
licensing terms set out in this Agreement, to enable Licensor and its designated
third parties to maintain, process and use an End-User’s IP address, location,
technical, diagnostic, usage, licensing, and related information, which
information will be processed in accordance with the terms of this License
Agreement and the use, privacy, and data processing policies viewable at
https://leica-geosystems.com/global/privacy-policy.

6 TITLE

Title to and ownership of the intellectual property rights associated with the
Third-Party Software and any copies remain with the Third-Party Software
suppliers identified in Section 2 and their licensors/suppliers.

7 DISCLAIMERS

a. Disclaimer of Warranties. THE THIRD-PARTY SOFTWARE IS PROVIDED “AS IS.”
NEITHER LICENSOR NOR ITS SUPPLIERS MAKE ANY OTHER WARRANTIES, CONDITIONS OR
UNDERTAKINGS, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT
LIMITED TO WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, OR NONINFRINGEMENT. LICENSEE MAY HAVE OTHER STATUTORY RIGHTS; HOWEVER,
TO THE FULL EXTENT PERMITTED BY LAW, THE DURATION OF STATUTORILY REQUIRED
WARRANTIES, IF ANY, SHALL BE LIMITED TO THE SHORTEST PERIOD PERMITTED BY LAW.
LICENSOR MAKES NO WARRANTIES WITH RESPECT TO ANY THIRD-PARTY COMPONENTS OF THE
THIRD-PARTY SOFTWARE.
b. Warnings; Additional Disclaimers. THE THIRD-PARTY SOFTWARE IS A TOOL INTENDED
TO BE USED BY TRAINED PROFESSIONALS ONLY, AND ANY OUTPUT OF THE THIRD-PARTY
SOFTWARE (INCLUDING WITHOUT LIMITATION COMPARISONS OF A PRODUCT’S FIELD SCANS
WITH MODELS) MUST BE ANALYZED BY SUCH TRAINED PROFESSIONALS BEFORE MAKING ANY
DECISIONS. THE THIRD-PARTY SOFTWARE IS NOT A SUBSTITUTE FOR PROFESSIONAL
JUDGMENT OR INDEPENDENT TESTING, WHETHER REQUIRED OF LICENSEE OR OTHERWISE. DUE
TO THE LARGE VARIETY OF POTENTIAL APPLICATIONS FOR THE THIRD-PARTY SOFTWARE, THE
THIRD-PARTY SOFTWARE HAS NOT BEEN TESTED IN ALL SITUATIONS UNDER WHICH IT MAY BE
USED. ANY USE BY LICENSEE OF (I) THE THIRD-PARTY SOFTWARE OR (II) ANY OUTPUT OF
THE THIRD-PARTY SOFTWARE IS SOLELY AT LICENSEE’S OWN RISK AND LICENSOR AND ITS
SUPPLIERS WILL HAVE NO LIABILITY FOR SUCH USE. LICENSEE IS SOLELY RESPONSIBLE
FOR THE ACCURACY OF ALL FIELD SCANS AND MODELS. THE LICENSORS OF THE MODELING
PROGRAMS MAY CHANGE THE MODELING PROGRAMS SO THAT THEY ARE NO LONGER COMPATIBLE
WITH THE THIRD-PARTY SOFTWARE, AND LICENSOR AND ITS SUPPLIERS WILL HAVE NO
RESPONSIBILITY FOR ANY INABILITY TO USE THE THIRD-PARTY SOFTWARE DUE TO A CHANGE
IN THE MODELING PROGRAM. LICENSEE IS RESPONSIBLE FOR THE SUPERVISION,
MANAGEMENT, AND CONTROL OF THE THIRD-PARTY SOFTWARE. THIS RESPONSIBILITY
INCLUDES, BUT IS NOT LIMITED TO, THE DETERMINATION OF APPROPRIATE USES FOR THE
THIRD-PARTY SOFTWARE AND THE SELECTION OF THE THIRD-PARTY SOFTWARE AND OTHER
PROGRAMS TO ACHIEVE INTENDED RESULTS. THE THIRD-PARTY SOFTWARE IS NOT FAULT
TOLERANT AND IS NOT DESIGNED, MANUFACTURED OR INTENDED FOR USE IN LIFE SUPPORT,
MEDICAL, EMERGENCY, MISSION CRITICAL OR OTHER STRICT LIABILITY OR HAZARDOUS
ACTIVITIES (“HIGH RISK ACTIVITIES”). LICENSOR AND ITS SUPPLIERS EACH
SPECIFICALLY DISCLAIM ANY EXPRESS OR IMPLIED WARRANTY OF FITNESS FOR HIGH RISK
ACTIVITIES. LICENSEE REPRESENTS AND WARRANTS THAT ITS END USER(S) WILL NOT USE
THE THIRD-PARTY SOFTWARE (OR PERMIT IT TO BE USED) FOR HIGH RISK ACTIVITIES AND
AGREE THAT LICENSOR AND ITS SUPPLIERS WILL HAVE NO LIABILITY FOR USE OF THE
THIRD-PARTY SOFTWARE IN HIGH RISK ACTIVITIES. LICENSEE SHALL INDEMNIFY, DEFEND,
AND HOLD HARMLESS LICENSOR AND ITS SUPPLIERS FOR ANY CLAIMS, DAMAGES,
LIABILITIES OR OTHER LOSSES RESULTING FROM SUCH USE.


8 INDEMNIFICATION

LICENSEE SHALL INDEMNIFY, DEFEND, AND HOLD HARMLESS LICENSOR, ITS DISTRIBUTORS,
LICENSORS, AND SUPPLIERS, AND THEIR RESPECTIVE AGENTS, OFFICERS, MANAGERS,
EMPLOYEES, AND MEMBERS FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, SUITS,
JUDGMENTS AND EXPENSES (INCLUDING REASONABLE LEGAL FEES AND EXPENSES) ARISING
OUT OF OR RELATING TO: (A) A BREACH BY LICENSEE OF ITS OBLIGATIONS UNDER THE
LICENSE AGREEMENT OR THESE SUPPLEMENTAL TERMS; (B) ANY VIOLATION OF ANY LAW,
REGULATION, OR THIRD-PARTY RIGHTS; AND/OR (C) INTELLECTUAL PROPERTY
MISAPPROPRIATION OR INFRINGEMENT CLAIMS BY ANY THIRD PARTY BASED ON, OR RELATING
TO, LICENSEE’S USE OF THE THIRD-PARTY SOFTWARE. LICENSEE SHALL GIVE LICENSOR
PROMPT NOTICE OF SUCH CLAIMS AND PERMIT LICENSOR TO CONTROL THE DEFENSE OR
SETTLEMENT THEREOF.

9 RETURN OF COPIES

Upon termination of the License Agreement for the Software and Third-Party
Software, Licensee shall discontinue use and destroy or return to Licensor all
copies of the Third-Party Software and related Documentation.

10 LIMITATION OF LIABILITY

a. NEITHER LICENSOR NOR LICENSOR’S SUPPLIERS AND/OR DISTRIBUTORS SHALL BE LIABLE
FOR ANY LOSS OF USE, LOST DATA, FAILURE OF SECURITY MECHANISMS, INTERRUPTION OF
BUSINESS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY
KIND (INCLUDING LOST PROFITS), REGARDLESS OF THE FORM OF ACTION, WHETHER IN
CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF
INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE.
b. NOTWITHSTANDING ANY OTHER PROVISION OF THE LICENSE AGREEMENT, LICENSOR’S AND
LICENSOR’S SUPPLIERS’ AND/OR DISTRIBUTORS’ ENTIRE LIABILITY TO LICENSEE UNDER
THE LICENSE AGREEMENT AND THESE SUPPLEMENTAL TERMS SHALL NOT EXCEED THE AMOUNT
ACTUALLY PAID BY LICENSEE TO LICENSOR FOR THE SOFTWARE UNDER THE LICENSE
AGREEMENT

11 THIRD PARTY BENEFICIARY

Third-Party Software suppliers identified in Section 2 are intended third party
beneficiaries of Licensor’s rights under the License Agreement and these
Supplemental Terms.


Heerbrugg, 12 May 2020
Leica Software Licensing Agreement – Terrestrial Laser Scanning
www.leica-geosystems.com
Leica Geosystems AG
Heinrich-Wild-Strasse
CH-9435 Heerbrugg
Switzerland
Phone +41 71 727 31 31


LEICA GEOSYSTEMS


SOFTWARE LICENSE AGREEMENT

PLEASE READ THE FOLLOWING TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT (THE
“LICENSE AGREEMENT”) CAREFULLY BEFORE USING THIS PRODUCT (AS DEFINED IN SECTION
1). THE PRODUCT INCLUDES SOFTWARE, WHICH LEICA GEOSYSTEMS WILL LICENSE TO YOU
FOR USE ONLY IN THE MANNER DETAILED BELOW. YOU MUST NOT INSTALL OR USE THE
SOFTWARE UNLESS YOU HAVE READ AND ACCEPTED THE TERMS AND CONDITIONS HEREIN; BY
PROCEEDING WITH THE INSTALLATION OR THE USE OF THE SOFTWARE OR ANY PART THEREOF,
YOU SHALL BE DEEMED TO HAVE AGREED TO ALL THE TERMS AND CONDITIONS OF THE
LICENSE, THE WARRANTY, THE LIMITATION OF LIABILITY AND THE OTHER PROVISIONS OF
THIS LICENSE AGREEMENT, INCLUDING ANY SUPPLEMENTAL TERMS PROVIDED.
IN THE EVENT THAT YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS LICENSE
AGREEMENT, YOU SHALL NOT BE PERMITTED TO USE THE SOFTWARE, AND YOU MUST RETURN
THE UNUSED SOFTWARE TOGETHER WITH ITS ACCOMPANYING DOCUMENTATION AND THE
PURCHASE RECEIPT TO THE DEALER FROM WHOM YOU PURCHASED THE PRODUCT WITHIN TEN
(10) DAYS OF PURCHASE TO OBTAIN A FULL REFUND OF THE PURCHASE PRICE.
THIS SOFTWARE MAY INCLUDE PRODUCT ACTIVATION AND OTHER TECHNOLOGY DESIGNED TO
PREVENT UNAUTHORIZED USE AND COPYING OR TO PROVIDE TECHNICAL OR SUPPORT SERVICES
REMOTELY BY LEICA GEOSYSTEMS OR ITS AUTHORIZED RESELLER OR THIRD PARTY. THIS
TECHNOLOGY MAY CAUSE YOUR COMPUTER OR DEVICE TO AUTOMATICALLY CONNECT TO THE
INTERNET. ADDITIONALLY, ONCE CONNECTED, THE SOFTWARE MAY TRANSMIT YOUR SERIAL
NUMBER/LICENSE NUMBER TO LEICA GEOSYSTEMS AND IN DOING SO MAY PREVENT USES OF
THE SOFTWARE WHICH ARE NOT PERMITTED; ALSO, THE SOFTWARE MAY TRANSMIT OTHER
SUPPORT-RELATED INFORMATION, SUCH AS CONFIGURATIONS, USAGE STATISTICS, OR ALLOW
OR PUSH DOWNLOADS OF UPDATES TO PRODUCT SOFTWARE.

1 DEFINITIONS

“Integrated and Resale Software Supplemental Terms (“Supplemental Terms”)” shall
mean, if applicable, the terms and conditions attached to this License
Agreement, which are incorporated by reference herein and that, together with
this License Agreement, govern Licensee’s use of specified Third-Party Software.
To the extent there is any conflict or inconsistency between the provisions of
this License Agreement and the Supplemental Terms, the provisions of the
Supplemental Terms shall take priority and govern solely with respect to the
Third-Party Software;
“Patches” shall mean the fixing of a programming error (bug) or of a wrong
behavior of the Software or the related Software code.
“Product” shall mean (a) the Leica Geosystems instrument you have purchased for
use with the Software, if any, or (b) the Software itself, if you have licensed
the Software on a stand-alone basis.
“Purchase Agreement” shall mean the purchase order, agreement or other document
pursuant to which you purchased the Product.
“Software” shall, depending on the case, mean the Leica Geosystems software and
Third-Party Software, and the related documentation (in electronic or in paper
form), (a) that is supplied to you on a data carrier medium, or (b) that is
pre-installed on the Product (if the Product is not the Software itself), or (c)
that can be downloaded by you online pursuant to prior authorization from Leica
Geosystems.
“Specifications” shall mean the functionality of the Software as described in
the Product description and the help functions, if any, provided in electronic
or in paper form by Leica Geosystems in conjunction with the Software.
“Specified Computer Facility” shall mean the computer or server environment
defined in the Product description that is required for the proper functioning
of the Software.
“Third-Party Software” shall mean, if applicable, third-party software specified
in the Supplemental Terms, which has been integrated with the Software and/or
Product or resold by Leica Geosystems;
“Updates” shall mean software that corrects faults in the Software or
Third-Party Software or that, pursuant to no obligation hereunder, enhances the
functionality of the Software or Third-Party Software by providing additional
functions or any other increases in performance.

2 SCOPE OF THE LICENSE

Leica Geosystems AG, Heinrich-Wild-Strasse, CH-9435 Heerbrugg, Switzerland
(alternatively, the "Licensor" or “Leica Geosystems”) hereby grants to you (the
"Licensee"), subject to payment of the applicable license fee and to continuous
compliance with all the provisions hereinafter and in the Supplemental Terms,
the non-exclusive, non-transferable, non-sublicensable, and non-assignable right
to use in the manner set forth herein the Software on one (1) application,
unless the number of permitted applications is otherwise agreed upon in the
Purchase Agreement. The use of the Software for a purpose other than as licensed
herein shall not be permitted.
The foregoing license is limited as follows:
(a) the Software will be used only on such permitted number of applications and
in a mechanically readable form;
(b) the Software will as a whole or in part be installed, saved and run only on
the Specified Computer Facility in accordance with the installation instructions
of Licensor; and
(c) one (1) copy of the Software may be made exclusively for security and
archiving purposes, provided that such copy carries a comprehensive copyright
notice together with all additional references to the rights of Licensor to the
Software and the designation of the original version.
In the event that the Software is an update or an additional module for an
already licensed system, instrument or facility, Licensee may make only as many
copies as previously authorized by Licensor. Certain Software supplied by
Licensor may contain a special program that regulates and monitors the number of
simultaneous users of the Software in a network environment together with the
number of the licensed copies of the Software, excluding back-up copies (the
“Special Program”). Licensee hereby consents to the inclusion and operation of
such Special Program and to the use of other security devices in connection with
the Software and Licensee shall be prohibited from circumventing,
reverse-engineering or copying such Special Program or any other security
devices.
Licensee will use the Software only in the manner permitted under the foregoing
license and will not (a) alter the Software or any part thereof in any manner
(including, without limitation, through modifications, adaptations,
translations, or second-hand versions.), (b) decompile the Software or any part
thereof, (c) reverse-engineer or disassemble the Software or any part thereof or
manipulate the Software in any other way into a form that persons can read, (d)
transfer the Software or any part thereof to another operating system, (e) pass
on the Software or any part thereof to a third party or make it available to a
third party in any other manner (including, without limitation, for testing or
by gift, lease, loan or sublicense, or via a service bureau) without the prior
written consent of Licensor, (f) use the Software or any part thereof on a
computer facility other than the Specified Computer Facility, or on more than
one work station, on networks, on a client server system or on mobile additional
instruments without the prior written consent of Licensor, (g) remove, alter, or
obscure any proprietary notices, labels, or marks from the Software, (h) use any
equipment, device, software, or other means designed to circumvent or remove any
form of copy protection used by Leica Geosystems in connection with the
Software, or use the Software together with any authorization code, serial
number, or other copy-protection device not supplied by Leica Geosystems
directly or through an authorized distributor; or (i) use any equipment, device,
software, or other means designed to circumvent or remove any usage
restrictions, or to enable functionality disabled by Leica Geosystems.
Installation, access, and continued use of the Software may require an
entitlement number. Registration may be required for certain features or before
an entitlement number is issued by Leica Geosystems. Licensee agrees that Leica
Geosystems may use data and information provided by Licensee, an authorized
reseller, or any other third party acting on behalf of Licensee in connection
with the purchase of the software license to register the Software. Licensee
agrees to provide Leica Geosystems, an authorized reseller, or any other third
party acting on Licensee’s behalf with accurate and current registration
information, and Licensee further agrees to maintain and update this
registration information through customer data registration processes that may
be provided by Leica Geosystems. By installing and using the Software, Licensee
consents to Leica Geosystems using any personal information provided at
registration, or updated thereafter, to issue entitlement numbers, to manage
Leica Geosystems’ relationship with Licensee (including automating the issuance
of entitlement numbers for future purchases), and to otherwise use any such
personal information in conformance with its privacy policy, if applicable,
which is available at https://leica-geosystems.com/global/privacy-policy.
The activation security mechanisms may disable the Software if Licensee attempts
without Leica Geosystems’ consent or authorization to transfer it to another
computer or device, if the date-setting mechanisms on the computer or device is
tampered with, if Licensee uses the Software past an applicable evaluation
period or limited term, or if Licensee undertakes certain other actions that may
offset the security mode.
This Software may cause the Specified Computer Facility to automatically connect
to the Internet and to communicate with Leica Geosystems and or with third
parties connected with the development and/or the validation of the Software.
Except for the Third-Party Software specified in the Supplemental Terms, this
Software license does not cover or include the use of third-party software.
Licensee’s right to use any such other third -party software shall be governed
by the provisions set forth by such third party.
This Software license shall also apply to Open Source Software (OSS). In case of
conflict with the terms of this Software License Agreement, the terms of the
respective OSS license agreement shall govern.

3 WARRANTY

Express Warranty. Licensor warrants to the original Licensee that (a) the data
carrier medium on which the Software is stored shall be free from defects in
workmanship and material at the time of delivery to Licensee, and (b) for the
warranty period specified in the relevant Purchase Order, the Software (but not
Updates) shall function in material accordance with the Specifications, provided
the Software is used in the manner permitted in the foregoing license, on the
Specified Computer Facility and in accordance with the conditions of
installation, use and operation set forth in the Product description. Licensor
does not warrant that the Software will be free of defects, run without
interruption, meet the expectations of Licensee, or function in combination with
the hardware or software products of third parties, or that all program errors
will be corrected. In addition to the foregoing, in order for a defect in the
Software to be sufficiently material so as to violate the warranty set forth in
subsection (b), above, of this paragraph, the defect must cause the Software -
while being used in the manner permitted in the foregoing license - to function
in a way so divergent from the Specifications that it is unsuitable for the
purpose described in the Product description. Furthermore, if the required
functionality can be achieved by the Licensee indirectly (through a so called
“work-around”), then the applicable impairment shall not constitute a defect
giving rise to duties under the foregoing warranty. Licensor’s sole obligation
under the foregoing warranty shall be, at Licensor’s sole option and expense, to
either (a) replace the data carrier and/or the Software, so as to materially
conform with the Specifications (including, without limitation, replacement with
a more recent version or equivalent software); or (b) repair the Software by
providing correction codes, work-around solutions and/or Updates, including
updated documentation and other documents; or (c) terminate this License
Agreement and refund all license fees received following the return of the
Software in accordance with Section 7 below. The foregoing warranty will apply
to any replaced data carriers and Software until expiry of the original warranty
period.
The costs and risk of any delivery of Software to the service point nominated by
Licensor shall be borne by Licensee.
Obtaining warranty service. If Licensee detects a defect in the Software that
may give rise to a duty under the foregoing warranty, it will cease using the
Software immediately and notify Licensor or its local sales partner in writing
of the defect and provide sufficient supporting documentation within the period
for notifying defects. Such period for notifying defects is ninety (90) days
from the date of delivery of the data carrier medium (for a defect in the data
carrier medium) and one (1) year from the date of delivery of the Software (for
a defect in the Software). The written supporting documentation relating to the
defect will be sufficient if it permits the defect detected by Licensee to be
capable of reproduction by Licensor. Licensee will annex the relevant purchase
receipt so that Licensor can determine compliance with the periods for notifying
defects. Licensee will not carry out modifications or repairs itself or permit
such modifications or repairs to be carried out by unauthorized third parties.
If requested by Licensor, Licensee will support Licensor in the analysis of the
causes and conditions giving rise to the defect, as well as in the development
and testing of correction codes or a work-around solution.
Warranty exclusive. Licensee’s sole remedy for Software defects is set forth in
the foregoing express warranty. The Software is licensed with its current
features “as is” and with no warranty or guarantee of whatever nature, other
than the foregoing express warranty. Such express warranty is in lieu of all
other warranties, express or implied, either in fact or by operation of law,
statutory or otherwise, including warranties, terms or conditions of
merchantability, fitness for a particular purpose, satisfactory quality and
non-infringement, all of which are expressly disclaimed. Licensee acknowledges
that Licensor’s sales partner or dealers are not allowed to provide any
warranty, guarantee or assurance with regard to the use, suitability, or results
of use of the Software, or with regard to the precision, accuracy or reliability
thereof, and any such warranty, guarantee or assurance is of no effect. It shall
be the responsibility of Licensee to select the Software that fulfils its
requirements. Licensee shall bear the full risk for the performance of and
results achieved by the Software and for its suitability for the use that
Licensee has planned for it, even when Licensor has been informed of the planned
use of the Software.
Licensor shall be relieved of its obligations under the foregoing express
warranty to the extent that any defect is caused by circumstances for which it
is not responsible, including, without limitation, (a) non-compliance with the
conditions of use and operation contained in the Product description or the
documentation; (b) non-compliance with the provisions of this License Agreement;
(c) unauthorized modifications to or interference with the Software by Licensee
or third parties; (d) errors in the operation of the Software by Licensee or by
third-party staff; (e) influences from systems or programs that have not been
supplied by Licensor; or (f) use on a computer facility other than the Specified
Computer Facility.
In the event that Licensor is not responsible for a defect pursuant to these
warranty provisions or that Licensor incurs additional expenditure as a result
of the failure of Licensee to comply fully with its obligations under this
Section 3 (including, without limitation, its obligation to support and provide
documentation to Licensor), Licensor shall have the right to charge Licensee for
the costs that it incurs for the analysis and rectification of the defect
according to the time and materials required and in accordance with the
applicable rates charged by Licensor at the time.

4 INTELLECTUAL PROPERTY RIGHTS

Licensee shall hold only those rights to the Software that are expressly
described in Section 2 of this License Agreement. As between Licensor and
Licensee, any other rights with regard to the Software, including without
limitation, ownership rights and patent, copyright, trademark, trade secret and
other intellectual property rights, shall remain the sole property of Licensor.
Licensee will not remove from the Software any references to copyrights,
trademarks or other ownership rights, or cover up or alter any such references.
Licensee will take all reasonable steps to prevent any unauthorized use,
reproduction, sale, or publication of the Software or the unauthorized provision
of access thereto. Licensee will indemnify and hold harmless Licensor from any
losses, damages, claims and expenses (including, without limitation, reasonable
legal expenses) relating to any infringement of the rights of Licensor caused by
Licensee, Licensee’s breach of this License Agreement or Licensee’s use of the
Software in a manner not authorized under this License Agreement.
In the event that Licensee faces legal proceedings based on the allegation that
Licensee’s use of a valid, unmodified version of the Software in accordance with
the terms and conditions of this License Agreement infringes an existing
intellectual property right in Switzerland, the European Union, Japan, the USA
or in any other countries where Licensor sells the Software, or that such use
constitutes unfair competition, Licensor shall defend any such proceedings at
its own expense, provided that Licensee has informed Licensor immediately in
writing of the proceedings raised, has granted Licensor a Power of Attorney
authorizing it to conduct and settle the legal proceedings, and, if requested by
Licensor, has provided Licensor with reasonable support in the defense of such
proceedings.
In the event that, in the sole opinion of Licensor, the valid, unmodified
version of the Software could infringe the intellectual property rights of third
parties, it shall at its own exclusive discretion (a) either obtain
authorization from such third party for the continued use of the Software by
Licensee, (b) replace the Software, (c) modify it in such a manner that there is
no longer any infringement of intellectual property rights, or (d) if the
foregoing measures are not within the bounds of what is reasonably possible,
terminate this License Agreement effective immediately and refund to Licensee a
portion of the license fees paid (after deduction of an appropriate payment for
the use already made of the Software by Licensee).
Notwithstanding the foregoing, Licensor shall be relieved of its obligations
under the prior two paragraphs of this Section 4 if the infringement claim is
based on the allegation or fact that the Software (a) has been modified by
Licensee, or (b) is being used with other programs or data and such combination
has led to an infringement of a third-party right, (c) has been used on a
computer facility other than the Specified Computer Facility, or (d) has been
used and operated under conditions other than those specified in the Product
description.

5 LIMITATION OF LIABILITY

To the extent permitted under applicable law, Licensor shall not be liable for
any direct, indirect or consequential loss or damage, including, without
limitation, loss of income, loss of business profits or loss of contracts,
unrealized cost reductions, loss of data, business interruption, or increased
costs on the part of Licensee or any other financial losses, that result from or
in connection with the purchase, license, use, breakdown or interruption of
operation of the Software. The foregoing limitation of liability shall also
apply in the event that Licensor has been notified of the possibility of such
losses being incurred. Licensor shall be liable only for loss or damage caused
by Licensor’s gross negligence or willful misconduct. This limitation of
liability shall apply to all claims for loss and damage irrespective of their
legal grounds, including, without limitation, claims based on tort, contract,
pre- contract or quasi-contract. This limitation of liability shall also apply
to any officers, directors or employees of Licensor, or any representatives or
agents of Licensor or licensors of Third-Party Software that are involved in the
development, marketing or supply of the Software.
It shall be the exclusive duty of Licensee to ensure that it and its staff
possess the required knowledge to properly install and use the Software.
Licensor shall not be liable for problems and defects that arise from
insufficient knowledge or learning on the part of the users of the Software.

6 EXCLUSION OF OTHER ASSURANCES

Licensee hereby agrees that no verbal or written assurances, declarations,
statements, recommendations or advertising messages have been made by Licensor,
its employees, sales partners, agents, dealers or downstream distributors that
could give rise to an amendment or extension of the foregoing warranties and
limitation of liability. Licensee is hereby given notice that none of the
forenamed persons is authorized by Licensor to make any such amendments or to
provide any such assurances.

7 DURATION AND TERMINATION

This License Agreement shall come into force on the agreement of Licensee to the
provisions hereof and shall remain in force for the term indicated in the
Purchase Order.
In addition to any other right of termination provided in this License
Agreement, each party shall be entitled to terminate this License Agreement at
any time with immediate effect:
a) in the event of a material violation of a contractual duty by the other
party, including, without limitation, default in payment of the license fee, if
the party in breach does not remedy such violation within forty-five (45) days
after being served with a notice in writing;
b) is unable to pay its debts, or becomes insolvent, or is subject to an order
or a resolution for its liquidation, administration, winding-up or dissolution
(otherwise than for the purposes of a solvent amalgamation or reconstruction),
or has an administrative or other receiver, manager, trustee, liquidator,
administrator or similar officer appointed over all or any substantial part of
its assets, or enters into or proposes any composition or arrangement with its
creditors generally, or is subject to any analogous event or proceeding in any
applicable jurisdiction.
On any termination of this License Agreement, all rights of use of the Software
held by Licensee shall expire. Within thirty (30) days from the date of
termination of the License Agreement Licensee will return to Licensor or destroy
(and confirm such destruction in writing to Licensor) the Software and all
copies or partial copies thereof that have been made, as well as all modified
parts of the Software or interfacing parts linking to other programs or data
systems, and to the extent available, all security devices.

8 IMPORT, EXPORT AND USE OF THE SOFTWARE

Licensee shall be exclusively responsible for ensuring compliance with the
relevant legislation relating to its rights to import, export or use the
Software.

9 GENERAL PROVISIONS

If any term or provision of this License Agreement shall be or shall become
invalid or unenforceable for any reason, such term or provision shall be
ineffective to the extent of such invalidity or unenforceability without
invalidating the remaining terms and provisions hereof, provided, however, that
the parties shall replace any such invalid or unenforceable provision by a valid
and enforceable provision as comes nearest to the original provision in economic
impact and intent. This License Agreement may be modified only in writing,
signed by an authorized officer of Leica Geosystems. This is the entire
agreement between Leica Geosystems and Licensee regarding the Software and it
supersedes any prior representation, discussions, undertakings, communications
or advertising relating to the Software.

10 THIRD-PARTY BENEFICIARY

The parties expressly agree that each subsidiary of Leica Geosystems, including
the entity from whom Licensee purchased the Product (if the Product is not the
Software itself), is a third-party beneficiary of this Software License
Agreement, and, without limiting the foregoing, such subsidiaries shall have all
defenses available to Leica Geosystems under this Software License Agreement.

11 GOVERNING LAW AND PLACE OF JURISDICTION

This Agreement shall be governed by the laws of Switzerland, excluding all
conflicts of laws principles and excluding the United Nations Convention on
Contracts for the International Sale of Goods. The ordinary courts at the
headquarters of Leica Geosystems AG in Balgach, Switzerland shall have
jurisdiction. Licensor shall, in its sole discretion, also have the right to
invoke the courts of law having jurisdiction at the domicile or place of
business of Licensee.

RESTRICTED RIGHTS

Contract No. N00024-97-H-4204
Contractor Name Cyra Technologies, Inc.
(Subcontractor to Spatial Integrated Systems)

Contractor Address 4550 Norris Canyon Road, San Ramon, CA 94583

The Government's rights to use, modify, reproduce, release, perform, display, or
disclose this software are restricted by paragraph (b)(3) of the Rights in
Noncommercial Computer Software and Noncommercial Computer Software
Documentation clause contained in the above identified contract. Any
reproduction of computer software or portions thereof marked with this legend
must also reproduce the markings. Any person, other than the Government, who has
been provided access to such software must promptly notify the above-named
Contractor. This license will be governed by the laws of the State of California
as applied to transactions taking place wholly within California between
California residents.

Leica Geosystems AG
Heinrich-Wild-Strasse 201
CH - 9435 Heerbrugg
(Switzerland)
Heerbrugg, 12 May 2020




LEICA GEOSYSTEMS SOFTWARE LICENSING AGREEMENT:
INTEGRATED AND RESALE SOFTWARE SUPPLEMENTAL TERMS

*Please read these License Agreement Supplemental Terms thoroughly before using
the Software*

These Integrated and Resale Software Supplemental Terms (“Supplemental Terms”)
are attached to and incorporated in the Leica Geosystems Software License
Agreement (“License Agreement”) between Customer (“Licensee”) and Leica
Geosystems AG (“Leica Geosystems” or “Licensor”). These Supplemental Terms
together with the License Agreement and other applicable agreements form the
agreement between Licensor and Licensee (“Agreement”). All capitalised terms
used in these Supplemental Terms that are not defined herein have the same
meaning as set forth in the License Agreement.

1 DEFINITIONS

“Data” means any electronic data, text, messages, communications, documents,
photos or other materials submitted to and stored within the Services by Leica,
its Authorised Resellers, its Affiliates, or Licensee or an End-User in
connection with the use of the Services.
“End-User” means an entity or person who uses one or more of the Third-Party
Software for or on behalf of Licensee.
“Services” means cloud-based software solutions.


2 THIRD-PARTY SOFTWARE

In addition to the terms and conditions set forth in the License Agreement,
these Supplemental Terms govern Licensee’s use of the following third-party
software integrated or resold by Licensor (“Third-Party Software”): See list at
https://leica-geosystems.com/about-us/compliance-standards/legal-documents.

3 USE

Licensor grants to Licensee a non-exclusive, non-transferable,
non-sublicensable, and non-assignable right to use the Third-Party Software as
part of the Software for its internal business operations under the terms stated
in the License Agreement and these Supplemental Terms. To the extent there is
any conflict or inconsistency between the provisions of the License Agreement
and the Supplemental Terms, or to the extent the Supplemental Terms address
matters not addressed in the License Agreement, the provisions of these
Supplemental Terms shall take priority and govern solely with respect to the
Third-Party Software.

4 NO COPIES

Licensee shall not copy the Third-Party Software except: (i) as necessary to
read the Third-Party Software from the media into the memory of a computer
solely for the purpose of executing it on a single machine (whether a
stand-alone computer or a workstation component of a multi-terminal system), or
(ii) to create an archival copy. All such copies of the Third-Party Software
shall contain the same proprietary notices which appear on and in the
Third-Party Software. Licensee shall not install, access, or otherwise copy or
use the Third-Party Software except as expressly authorized by these
Supplemental Terms.

5 RESTRICTIONS

Licensee shall not: (i) modify, adapt, translate, reverse engineer, decompile,
or disassemble the Third-Party Software or any part thereof; (ii) modify,
translate, adapt, arrange, or create derivative works based on the Third-Party
Software for any purpose; (iii) remove, modify or hide or otherwise make
unreadable or non-viewable any proprietary notice, label, legend, advice,
watermark, trademark, service mark, or other designation contained on the
Third-Party Software, any component thereof, documentation, or output therefrom;
(iv) distribute copies of the Third-Party Software to any third party,
including, without limitation, to test, gift, rent, lease, loan, or sublicense
the Third-Party Software to any third party; (v) install or access, or allow the
installation or access to, the Third-Party Software in a virtual server
environment or over the Internet, including, without limitation, use in
connection with a Web hosting or similar service, or make the Third-Party
Software available to any third party via the Internet or otherwise; (vi) use or
export the Third-Party Software outside of the country of purchase for any
reason; (vii) use or permit the use of the Third-Party Software in violation of
any U.S. Federal, state, or local laws or regulations or any foreign law or
regulation, including but not limited to export control laws; (viii) attempt to
circumvent or disable the security key mechanism that protects the Third-Party
Software against unauthorized use (except and only to the extent that applicable
law prohibits or restricts such restrictions); (ix) publicly disseminate
performance information or analysis (including, without limitation, benchmarks)
from any source relating to the Third-Party Software; or (x) publish any results
of benchmark tests run on the Third-Party Software. Licensee acknowledges and
consents to the Software automatically connecting to the Internet and
communicating with Licensor and/or its designated third parties connected with
the development and/or the validation of the Software and the enforcement of
licensing terms set out in this Agreement, to enable Licensor and its designated
third parties to maintain, process and use an End-User’s IP address, location,
technical, diagnostic, usage, licensing, and related information, which
information will be processed in accordance with the terms of this License
Agreement and the use, privacy, and data processing policies viewable at
https://leica-geosystems.com/global/privacy-policy.

6 TITLE

Title to and ownership of the intellectual property rights associated with the
Third-Party Software and any copies remain with the Third-Party Software
suppliers identified in Section 2 and their licensors/suppliers.

7 DISCLAIMERS

a. Disclaimer of Warranties. THE THIRD-PARTY SOFTWARE IS PROVIDED “AS IS.”
NEITHER LICENSOR NOR ITS SUPPLIERS MAKE ANY OTHER WARRANTIES, CONDITIONS OR
UNDERTAKINGS, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT
LIMITED TO WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, OR NONINFRINGEMENT. LICENSEE MAY HAVE OTHER STATUTORY RIGHTS; HOWEVER,
TO THE FULL EXTENT PERMITTED BY LAW, THE DURATION OF STATUTORILY REQUIRED
WARRANTIES, IF ANY, SHALL BE LIMITED TO THE SHORTEST PERIOD PERMITTED BY LAW.
LICENSOR MAKES NO WARRANTIES WITH RESPECT TO ANY THIRD-PARTY COMPONENTS OF THE
THIRD-PARTY SOFTWARE.
b. Warnings; Additional Disclaimers. THE THIRD-PARTY SOFTWARE IS A TOOL INTENDED
TO BE USED BY TRAINED PROFESSIONALS ONLY, AND ANY OUTPUT OF THE THIRD-PARTY
SOFTWARE (INCLUDING WITHOUT LIMITATION COMPARISONS OF A PRODUCT’S FIELD SCANS
WITH MODELS) MUST BE ANALYZED BY SUCH TRAINED PROFESSIONALS BEFORE MAKING ANY
DECISIONS. THE THIRD-PARTY SOFTWARE IS NOT A SUBSTITUTE FOR PROFESSIONAL
JUDGMENT OR INDEPENDENT TESTING, WHETHER REQUIRED OF LICENSEE OR OTHERWISE. DUE
TO THE LARGE VARIETY OF POTENTIAL APPLICATIONS FOR THE THIRD-PARTY SOFTWARE, THE
THIRD-PARTY SOFTWARE HAS NOT BEEN TESTED IN ALL SITUATIONS UNDER WHICH IT MAY BE
USED. ANY USE BY LICENSEE OF (I) THE THIRD-PARTY SOFTWARE OR (II) ANY OUTPUT OF
THE THIRD-PARTY SOFTWARE IS SOLELY AT LICENSEE’S OWN RISK AND LICENSOR AND ITS
SUPPLIERS WILL HAVE NO LIABILITY FOR SUCH USE. LICENSEE IS SOLELY RESPONSIBLE
FOR THE ACCURACY OF ALL FIELD SCANS AND MODELS. THE LICENSORS OF THE MODELING
PROGRAMS MAY CHANGE THE MODELING PROGRAMS SO THAT THEY ARE NO LONGER COMPATIBLE
WITH THE THIRD-PARTY SOFTWARE, AND LICENSOR AND ITS SUPPLIERS WILL HAVE NO
RESPONSIBILITY FOR ANY INABILITY TO USE THE THIRD-PARTY SOFTWARE DUE TO A CHANGE
IN THE MODELING PROGRAM. LICENSEE IS RESPONSIBLE FOR THE SUPERVISION,
MANAGEMENT, AND CONTROL OF THE THIRD-PARTY SOFTWARE. THIS RESPONSIBILITY
INCLUDES, BUT IS NOT LIMITED TO, THE DETERMINATION OF APPROPRIATE USES FOR THE
THIRD-PARTY SOFTWARE AND THE SELECTION OF THE THIRD-PARTY SOFTWARE AND OTHER
PROGRAMS TO ACHIEVE INTENDED RESULTS. THE THIRD-PARTY SOFTWARE IS NOT FAULT
TOLERANT AND IS NOT DESIGNED, MANUFACTURED OR INTENDED FOR USE IN LIFE SUPPORT,
MEDICAL, EMERGENCY, MISSION CRITICAL OR OTHER STRICT LIABILITY OR HAZARDOUS
ACTIVITIES (“HIGH RISK ACTIVITIES”). LICENSOR AND ITS SUPPLIERS EACH
SPECIFICALLY DISCLAIM ANY EXPRESS OR IMPLIED WARRANTY OF FITNESS FOR HIGH RISK
ACTIVITIES. LICENSEE REPRESENTS AND WARRANTS THAT ITS END USER(S) WILL NOT USE
THE THIRD-PARTY SOFTWARE (OR PERMIT IT TO BE USED) FOR HIGH RISK ACTIVITIES AND
AGREE THAT LICENSOR AND ITS SUPPLIERS WILL HAVE NO LIABILITY FOR USE OF THE
THIRD-PARTY SOFTWARE IN HIGH RISK ACTIVITIES. LICENSEE SHALL INDEMNIFY, DEFEND,
AND HOLD HARMLESS LICENSOR AND ITS SUPPLIERS FOR ANY CLAIMS, DAMAGES,
LIABILITIES OR OTHER LOSSES RESULTING FROM SUCH USE.


8 INDEMNIFICATION

LICENSEE SHALL INDEMNIFY, DEFEND, AND HOLD HARMLESS LICENSOR, ITS DISTRIBUTORS,
LICENSORS, AND SUPPLIERS, AND THEIR RESPECTIVE AGENTS, OFFICERS, MANAGERS,
EMPLOYEES, AND MEMBERS FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, SUITS,
JUDGMENTS AND EXPENSES (INCLUDING REASONABLE LEGAL FEES AND EXPENSES) ARISING
OUT OF OR RELATING TO: (A) A BREACH BY LICENSEE OF ITS OBLIGATIONS UNDER THE
LICENSE AGREEMENT OR THESE SUPPLEMENTAL TERMS; (B) ANY VIOLATION OF ANY LAW,
REGULATION, OR THIRD-PARTY RIGHTS; AND/OR (C) INTELLECTUAL PROPERTY
MISAPPROPRIATION OR INFRINGEMENT CLAIMS BY ANY THIRD PARTY BASED ON, OR RELATING
TO, LICENSEE’S USE OF THE THIRD-PARTY SOFTWARE. LICENSEE SHALL GIVE LICENSOR
PROMPT NOTICE OF SUCH CLAIMS AND PERMIT LICENSOR TO CONTROL THE DEFENSE OR
SETTLEMENT THEREOF.

9 RETURN OF COPIES

Upon termination of the License Agreement for the Software and Third-Party
Software, Licensee shall discontinue use and destroy or return to Licensor all
copies of the Third-Party Software and related Documentation.

10 LIMITATION OF LIABILITY

a. NEITHER LICENSOR NOR LICENSOR’S SUPPLIERS AND/OR DISTRIBUTORS SHALL BE LIABLE
FOR ANY LOSS OF USE, LOST DATA, FAILURE OF SECURITY MECHANISMS, INTERRUPTION OF
BUSINESS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY
KIND (INCLUDING LOST PROFITS), REGARDLESS OF THE FORM OF ACTION, WHETHER IN
CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF
INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE.
b. NOTWITHSTANDING ANY OTHER PROVISION OF THE LICENSE AGREEMENT, LICENSOR’S AND
LICENSOR’S SUPPLIERS’ AND/OR DISTRIBUTORS’ ENTIRE LIABILITY TO LICENSEE UNDER
THE LICENSE AGREEMENT AND THESE SUPPLEMENTAL TERMS SHALL NOT EXCEED THE AMOUNT
ACTUALLY PAID BY LICENSEE TO LICENSOR FOR THE SOFTWARE UNDER THE LICENSE
AGREEMENT

11 THIRD PARTY BENEFICIARY

Third-Party Software suppliers identified in Section 2 are intended third party
beneficiaries of Licensor’s rights under the License Agreement and these
Supplemental Terms.


Heerbrugg, 12 May 2020
Leica Software Licensing Agreement – Terrestrial Laser Scanning
www.leica-geosystems.com
Leica Geosystems AG
Heinrich-Wild-Strasse
CH-9435 Heerbrugg
Switzerland
Phone +41 71 727 31 31


LEICA GEOSYSTEMS


SOFTWARE LICENSE AGREEMENT

PLEASE READ THE FOLLOWING TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT (THE
“LICENSE AGREEMENT”) CAREFULLY BEFORE USING THIS PRODUCT (AS DEFINED IN SECTION
1). THE PRODUCT INCLUDES SOFTWARE, WHICH LEICA GEOSYSTEMS WILL LICENSE TO YOU
FOR USE ONLY IN THE MANNER DETAILED BELOW. YOU MUST NOT INSTALL OR USE THE
SOFTWARE UNLESS YOU HAVE READ AND ACCEPTED THE TERMS AND CONDITIONS HEREIN; BY
PROCEEDING WITH THE INSTALLATION OR THE USE OF THE SOFTWARE OR ANY PART THEREOF,
YOU SHALL BE DEEMED TO HAVE AGREED TO ALL THE TERMS AND CONDITIONS OF THE
LICENSE, THE WARRANTY, THE LIMITATION OF LIABILITY AND THE OTHER PROVISIONS OF
THIS LICENSE AGREEMENT, INCLUDING ANY SUPPLEMENTAL TERMS PROVIDED.
IN THE EVENT THAT YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS LICENSE
AGREEMENT, YOU SHALL NOT BE PERMITTED TO USE THE SOFTWARE, AND YOU MUST RETURN
THE UNUSED SOFTWARE TOGETHER WITH ITS ACCOMPANYING DOCUMENTATION AND THE
PURCHASE RECEIPT TO THE DEALER FROM WHOM YOU PURCHASED THE PRODUCT WITHIN TEN
(10) DAYS OF PURCHASE TO OBTAIN A FULL REFUND OF THE PURCHASE PRICE.
THIS SOFTWARE MAY INCLUDE PRODUCT ACTIVATION AND OTHER TECHNOLOGY DESIGNED TO
PREVENT UNAUTHORIZED USE AND COPYING OR TO PROVIDE TECHNICAL OR SUPPORT SERVICES
REMOTELY BY LEICA GEOSYSTEMS OR ITS AUTHORIZED RESELLER OR THIRD PARTY. THIS
TECHNOLOGY MAY CAUSE YOUR COMPUTER OR DEVICE TO AUTOMATICALLY CONNECT TO THE
INTERNET. ADDITIONALLY, ONCE CONNECTED, THE SOFTWARE MAY TRANSMIT YOUR SERIAL
NUMBER/LICENSE NUMBER TO LEICA GEOSYSTEMS AND IN DOING SO MAY PREVENT USES OF
THE SOFTWARE WHICH ARE NOT PERMITTED; ALSO, THE SOFTWARE MAY TRANSMIT OTHER
SUPPORT-RELATED INFORMATION, SUCH AS CONFIGURATIONS, USAGE STATISTICS, OR ALLOW
OR PUSH DOWNLOADS OF UPDATES TO PRODUCT SOFTWARE.

1 DEFINITIONS

“Integrated and Resale Software Supplemental Terms (“Supplemental Terms”)” shall
mean, if applicable, the terms and conditions attached to this License
Agreement, which are incorporated by reference herein and that, together with
this License Agreement, govern Licensee’s use of specified Third-Party Software.
To the extent there is any conflict or inconsistency between the provisions of
this License Agreement and the Supplemental Terms, the provisions of the
Supplemental Terms shall take priority and govern solely with respect to the
Third-Party Software;
“Patches” shall mean the fixing of a programming error (bug) or of a wrong
behavior of the Software or the related Software code.
“Product” shall mean (a) the Leica Geosystems instrument you have purchased for
use with the Software, if any, or (b) the Software itself, if you have licensed
the Software on a stand-alone basis.
“Purchase Agreement” shall mean the purchase order, agreement or other document
pursuant to which you purchased the Product.
“Software” shall, depending on the case, mean the Leica Geosystems software and
Third-Party Software, and the related documentation (in electronic or in paper
form), (a) that is supplied to you on a data carrier medium, or (b) that is
pre-installed on the Product (if the Product is not the Software itself), or (c)
that can be downloaded by you online pursuant to prior authorization from Leica
Geosystems.
“Specifications” shall mean the functionality of the Software as described in
the Product description and the help functions, if any, provided in electronic
or in paper form by Leica Geosystems in conjunction with the Software.
“Specified Computer Facility” shall mean the computer or server environment
defined in the Product description that is required for the proper functioning
of the Software.
“Third-Party Software” shall mean, if applicable, third-party software specified
in the Supplemental Terms, which has been integrated with the Software and/or
Product or resold by Leica Geosystems;
“Updates” shall mean software that corrects faults in the Software or
Third-Party Software or that, pursuant to no obligation hereunder, enhances the
functionality of the Software or Third-Party Software by providing additional
functions or any other increases in performance.

2 SCOPE OF THE LICENSE

Leica Geosystems AG, Heinrich-Wild-Strasse, CH-9435 Heerbrugg, Switzerland
(alternatively, the "Licensor" or “Leica Geosystems”) hereby grants to you (the
"Licensee"), subject to payment of the applicable license fee and to continuous
compliance with all the provisions hereinafter and in the Supplemental Terms,
the non-exclusive, non-transferable, non-sublicensable, and non-assignable right
to use in the manner set forth herein the Software on one (1) application,
unless the number of permitted applications is otherwise agreed upon in the
Purchase Agreement. The use of the Software for a purpose other than as licensed
herein shall not be permitted.
The foregoing license is limited as follows:
(a) the Software will be used only on such permitted number of applications and
in a mechanically readable form;
(b) the Software will as a whole or in part be installed, saved and run only on
the Specified Computer Facility in accordance with the installation instructions
of Licensor; and
(c) one (1) copy of the Software may be made exclusively for security and
archiving purposes, provided that such copy carries a comprehensive copyright
notice together with all additional references to the rights of Licensor to the
Software and the designation of the original version.
In the event that the Software is an update or an additional module for an
already licensed system, instrument or facility, Licensee may make only as many
copies as previously authorized by Licensor. Certain Software supplied by
Licensor may contain a special program that regulates and monitors the number of
simultaneous users of the Software in a network environment together with the
number of the licensed copies of the Software, excluding back-up copies (the
“Special Program”). Licensee hereby consents to the inclusion and operation of
such Special Program and to the use of other security devices in connection with
the Software and Licensee shall be prohibited from circumventing,
reverse-engineering or copying such Special Program or any other security
devices.
Licensee will use the Software only in the manner permitted under the foregoing
license and will not (a) alter the Software or any part thereof in any manner
(including, without limitation, through modifications, adaptations,
translations, or second-hand versions.), (b) decompile the Software or any part
thereof, (c) reverse-engineer or disassemble the Software or any part thereof or
manipulate the Software in any other way into a form that persons can read, (d)
transfer the Software or any part thereof to another operating system, (e) pass
on the Software or any part thereof to a third party or make it available to a
third party in any other manner (including, without limitation, for testing or
by gift, lease, loan or sublicense, or via a service bureau) without the prior
written consent of Licensor, (f) use the Software or any part thereof on a
computer facility other than the Specified Computer Facility, or on more than
one work station, on networks, on a client server system or on mobile additional
instruments without the prior written consent of Licensor, (g) remove, alter, or
obscure any proprietary notices, labels, or marks from the Software, (h) use any
equipment, device, software, or other means designed to circumvent or remove any
form of copy protection used by Leica Geosystems in connection with the
Software, or use the Software together with any authorization code, serial
number, or other copy-protection device not supplied by Leica Geosystems
directly or through an authorized distributor; or (i) use any equipment, device,
software, or other means designed to circumvent or remove any usage
restrictions, or to enable functionality disabled by Leica Geosystems.
Installation, access, and continued use of the Software may require an
entitlement number. Registration may be required for certain features or before
an entitlement number is issued by Leica Geosystems. Licensee agrees that Leica
Geosystems may use data and information provided by Licensee, an authorized
reseller, or any other third party acting on behalf of Licensee in connection
with the purchase of the software license to register the Software. Licensee
agrees to provide Leica Geosystems, an authorized reseller, or any other third
party acting on Licensee’s behalf with accurate and current registration
information, and Licensee further agrees to maintain and update this
registration information through customer data registration processes that may
be provided by Leica Geosystems. By installing and using the Software, Licensee
consents to Leica Geosystems using any personal information provided at
registration, or updated thereafter, to issue entitlement numbers, to manage
Leica Geosystems’ relationship with Licensee (including automating the issuance
of entitlement numbers for future purchases), and to otherwise use any such
personal information in conformance with its privacy policy, if applicable,
which is available at https://leica-geosystems.com/global/privacy-policy.
The activation security mechanisms may disable the Software if Licensee attempts
without Leica Geosystems’ consent or authorization to transfer it to another
computer or device, if the date-setting mechanisms on the computer or device is
tampered with, if Licensee uses the Software past an applicable evaluation
period or limited term, or if Licensee undertakes certain other actions that may
offset the security mode.
This Software may cause the Specified Computer Facility to automatically connect
to the Internet and to communicate with Leica Geosystems and or with third
parties connected with the development and/or the validation of the Software.
Except for the Third-Party Software specified in the Supplemental Terms, this
Software license does not cover or include the use of third-party software.
Licensee’s right to use any such other third -party software shall be governed
by the provisions set forth by such third party.
This Software license shall also apply to Open Source Software (OSS). In case of
conflict with the terms of this Software License Agreement, the terms of the
respective OSS license agreement shall govern.

3 WARRANTY

Express Warranty. Licensor warrants to the original Licensee that (a) the data
carrier medium on which the Software is stored shall be free from defects in
workmanship and material at the time of delivery to Licensee, and (b) for the
warranty period specified in the relevant Purchase Order, the Software (but not
Updates) shall function in material accordance with the Specifications, provided
the Software is used in the manner permitted in the foregoing license, on the
Specified Computer Facility and in accordance with the conditions of
installation, use and operation set forth in the Product description. Licensor
does not warrant that the Software will be free of defects, run without
interruption, meet the expectations of Licensee, or function in combination with
the hardware or software products of third parties, or that all program errors
will be corrected. In addition to the foregoing, in order for a defect in the
Software to be sufficiently material so as to violate the warranty set forth in
subsection (b), above, of this paragraph, the defect must cause the Software -
while being used in the manner permitted in the foregoing license - to function
in a way so divergent from the Specifications that it is unsuitable for the
purpose described in the Product description. Furthermore, if the required
functionality can be achieved by the Licensee indirectly (through a so called
“work-around”), then the applicable impairment shall not constitute a defect
giving rise to duties under the foregoing warranty. Licensor’s sole obligation
under the foregoing warranty shall be, at Licensor’s sole option and expense, to
either (a) replace the data carrier and/or the Software, so as to materially
conform with the Specifications (including, without limitation, replacement with
a more recent version or equivalent software); or (b) repair the Software by
providing correction codes, work-around solutions and/or Updates, including
updated documentation and other documents; or (c) terminate this License
Agreement and refund all license fees received following the return of the
Software in accordance with Section 7 below. The foregoing warranty will apply
to any replaced data carriers and Software until expiry of the original warranty
period.
The costs and risk of any delivery of Software to the service point nominated by
Licensor shall be borne by Licensee.
Obtaining warranty service. If Licensee detects a defect in the Software that
may give rise to a duty under the foregoing warranty, it will cease using the
Software immediately and notify Licensor or its local sales partner in writing
of the defect and provide sufficient supporting documentation within the period
for notifying defects. Such period for notifying defects is ninety (90) days
from the date of delivery of the data carrier medium (for a defect in the data
carrier medium) and one (1) year from the date of delivery of the Software (for
a defect in the Software). The written supporting documentation relating to the
defect will be sufficient if it permits the defect detected by Licensee to be
capable of reproduction by Licensor. Licensee will annex the relevant purchase
receipt so that Licensor can determine compliance with the periods for notifying
defects. Licensee will not carry out modifications or repairs itself or permit
such modifications or repairs to be carried out by unauthorized third parties.
If requested by Licensor, Licensee will support Licensor in the analysis of the
causes and conditions giving rise to the defect, as well as in the development
and testing of correction codes or a work-around solution.
Warranty exclusive. Licensee’s sole remedy for Software defects is set forth in
the foregoing express warranty. The Software is licensed with its current
features “as is” and with no warranty or guarantee of whatever nature, other
than the foregoing express warranty. Such express warranty is in lieu of all
other warranties, express or implied, either in fact or by operation of law,
statutory or otherwise, including warranties, terms or conditions of
merchantability, fitness for a particular purpose, satisfactory quality and
non-infringement, all of which are expressly disclaimed. Licensee acknowledges
that Licensor’s sales partner or dealers are not allowed to provide any
warranty, guarantee or assurance with regard to the use, suitability, or results
of use of the Software, or with regard to the precision, accuracy or reliability
thereof, and any such warranty, guarantee or assurance is of no effect. It shall
be the responsibility of Licensee to select the Software that fulfils its
requirements. Licensee shall bear the full risk for the performance of and
results achieved by the Software and for its suitability for the use that
Licensee has planned for it, even when Licensor has been informed of the planned
use of the Software.
Licensor shall be relieved of its obligations under the foregoing express
warranty to the extent that any defect is caused by circumstances for which it
is not responsible, including, without limitation, (a) non-compliance with the
conditions of use and operation contained in the Product description or the
documentation; (b) non-compliance with the provisions of this License Agreement;
(c) unauthorized modifications to or interference with the Software by Licensee
or third parties; (d) errors in the operation of the Software by Licensee or by
third-party staff; (e) influences from systems or programs that have not been
supplied by Licensor; or (f) use on a computer facility other than the Specified
Computer Facility.
In the event that Licensor is not responsible for a defect pursuant to these
warranty provisions or that Licensor incurs additional expenditure as a result
of the failure of Licensee to comply fully with its obligations under this
Section 3 (including, without limitation, its obligation to support and provide
documentation to Licensor), Licensor shall have the right to charge Licensee for
the costs that it incurs for the analysis and rectification of the defect
according to the time and materials required and in accordance with the
applicable rates charged by Licensor at the time.

4 INTELLECTUAL PROPERTY RIGHTS

Licensee shall hold only those rights to the Software that are expressly
described in Section 2 of this License Agreement. As between Licensor and
Licensee, any other rights with regard to the Software, including without
limitation, ownership rights and patent, copyright, trademark, trade secret and
other intellectual property rights, shall remain the sole property of Licensor.
Licensee will not remove from the Software any references to copyrights,
trademarks or other ownership rights, or cover up or alter any such references.
Licensee will take all reasonable steps to prevent any unauthorized use,
reproduction, sale, or publication of the Software or the unauthorized provision
of access thereto. Licensee will indemnify and hold harmless Licensor from any
losses, damages, claims and expenses (including, without limitation, reasonable
legal expenses) relating to any infringement of the rights of Licensor caused by
Licensee, Licensee’s breach of this License Agreement or Licensee’s use of the
Software in a manner not authorized under this License Agreement.
In the event that Licensee faces legal proceedings based on the allegation that
Licensee’s use of a valid, unmodified version of the Software in accordance with
the terms and conditions of this License Agreement infringes an existing
intellectual property right in Switzerland, the European Union, Japan, the USA
or in any other countries where Licensor sells the Software, or that such use
constitutes unfair competition, Licensor shall defend any such proceedings at
its own expense, provided that Licensee has informed Licensor immediately in
writing of the proceedings raised, has granted Licensor a Power of Attorney
authorizing it to conduct and settle the legal proceedings, and, if requested by
Licensor, has provided Licensor with reasonable support in the defense of such
proceedings.
In the event that, in the sole opinion of Licensor, the valid, unmodified
version of the Software could infringe the intellectual property rights of third
parties, it shall at its own exclusive discretion (a) either obtain
authorization from such third party for the continued use of the Software by
Licensee, (b) replace the Software, (c) modify it in such a manner that there is
no longer any infringement of intellectual property rights, or (d) if the
foregoing measures are not within the bounds of what is reasonably possible,
terminate this License Agreement effective immediately and refund to Licensee a
portion of the license fees paid (after deduction of an appropriate payment for
the use already made of the Software by Licensee).
Notwithstanding the foregoing, Licensor shall be relieved of its obligations
under the prior two paragraphs of this Section 4 if the infringement claim is
based on the allegation or fact that the Software (a) has been modified by
Licensee, or (b) is being used with other programs or data and such combination
has led to an infringement of a third-party right, (c) has been used on a
computer facility other than the Specified Computer Facility, or (d) has been
used and operated under conditions other than those specified in the Product
description.

5 LIMITATION OF LIABILITY

To the extent permitted under applicable law, Licensor shall not be liable for
any direct, indirect or consequential loss or damage, including, without
limitation, loss of income, loss of business profits or loss of contracts,
unrealized cost reductions, loss of data, business interruption, or increased
costs on the part of Licensee or any other financial losses, that result from or
in connection with the purchase, license, use, breakdown or interruption of
operation of the Software. The foregoing limitation of liability shall also
apply in the event that Licensor has been notified of the possibility of such
losses being incurred. Licensor shall be liable only for loss or damage caused
by Licensor’s gross negligence or willful misconduct. This limitation of
liability shall apply to all claims for loss and damage irrespective of their
legal grounds, including, without limitation, claims based on tort, contract,
pre- contract or quasi-contract. This limitation of liability shall also apply
to any officers, directors or employees of Licensor, or any representatives or
agents of Licensor or licensors of Third-Party Software that are involved in the
development, marketing or supply of the Software.
It shall be the exclusive duty of Licensee to ensure that it and its staff
possess the required knowledge to properly install and use the Software.
Licensor shall not be liable for problems and defects that arise from
insufficient knowledge or learning on the part of the users of the Software.

6 EXCLUSION OF OTHER ASSURANCES

Licensee hereby agrees that no verbal or written assurances, declarations,
statements, recommendations or advertising messages have been made by Licensor,
its employees, sales partners, agents, dealers or downstream distributors that
could give rise to an amendment or extension of the foregoing warranties and
limitation of liability. Licensee is hereby given notice that none of the
forenamed persons is authorized by Licensor to make any such amendments or to
provide any such assurances.

7 DURATION AND TERMINATION

This License Agreement shall come into force on the agreement of Licensee to the
provisions hereof and shall remain in force for the term indicated in the
Purchase Order.
In addition to any other right of termination provided in this License
Agreement, each party shall be entitled to terminate this License Agreement at
any time with immediate effect:
a) in the event of a material violation of a contractual duty by the other
party, including, without limitation, default in payment of the license fee, if
the party in breach does not remedy such violation within forty-five (45) days
after being served with a notice in writing;
b) is unable to pay its debts, or becomes insolvent, or is subject to an order
or a resolution for its liquidation, administration, winding-up or dissolution
(otherwise than for the purposes of a solvent amalgamation or reconstruction),
or has an administrative or other receiver, manager, trustee, liquidator,
administrator or similar officer appointed over all or any substantial part of
its assets, or enters into or proposes any composition or arrangement with its
creditors generally, or is subject to any analogous event or proceeding in any
applicable jurisdiction.
On any termination of this License Agreement, all rights of use of the Software
held by Licensee shall expire. Within thirty (30) days from the date of
termination of the License Agreement Licensee will return to Licensor or destroy
(and confirm such destruction in writing to Licensor) the Software and all
copies or partial copies thereof that have been made, as well as all modified
parts of the Software or interfacing parts linking to other programs or data
systems, and to the extent available, all security devices.

8 IMPORT, EXPORT AND USE OF THE SOFTWARE

Licensee shall be exclusively responsible for ensuring compliance with the
relevant legislation relating to its rights to import, export or use the
Software.

9 GENERAL PROVISIONS

If any term or provision of this License Agreement shall be or shall become
invalid or unenforceable for any reason, such term or provision shall be
ineffective to the extent of such invalidity or unenforceability without
invalidating the remaining terms and provisions hereof, provided, however, that
the parties shall replace any such invalid or unenforceable provision by a valid
and enforceable provision as comes nearest to the original provision in economic
impact and intent. This License Agreement may be modified only in writing,
signed by an authorized officer of Leica Geosystems. This is the entire
agreement between Leica Geosystems and Licensee regarding the Software and it
supersedes any prior representation, discussions, undertakings, communications
or advertising relating to the Software.

10 THIRD-PARTY BENEFICIARY

The parties expressly agree that each subsidiary of Leica Geosystems, including
the entity from whom Licensee purchased the Product (if the Product is not the
Software itself), is a third-party beneficiary of this Software License
Agreement, and, without limiting the foregoing, such subsidiaries shall have all
defenses available to Leica Geosystems under this Software License Agreement.

11 GOVERNING LAW AND PLACE OF JURISDICTION

This Agreement shall be governed by the laws of Switzerland, excluding all
conflicts of laws principles and excluding the United Nations Convention on
Contracts for the International Sale of Goods. The ordinary courts at the
headquarters of Leica Geosystems AG in Balgach, Switzerland shall have
jurisdiction. Licensor shall, in its sole discretion, also have the right to
invoke the courts of law having jurisdiction at the domicile or place of
business of Licensee.

RESTRICTED RIGHTS

Contract No. N00024-97-H-4204
Contractor Name Cyra Technologies, Inc.
(Subcontractor to Spatial Integrated Systems)

Contractor Address 4550 Norris Canyon Road, San Ramon, CA 94583

The Government's rights to use, modify, reproduce, release, perform, display, or
disclose this software are restricted by paragraph (b)(3) of the Rights in
Noncommercial Computer Software and Noncommercial Computer Software
Documentation clause contained in the above identified contract. Any
reproduction of computer software or portions thereof marked with this legend
must also reproduce the markings. Any person, other than the Government, who has
been provided access to such software must promptly notify the above-named
Contractor. This license will be governed by the laws of the State of California
as applied to transactions taking place wholly within California between
California residents.

Leica Geosystems AG
Heinrich-Wild-Strasse 201
CH - 9435 Heerbrugg
(Switzerland)
Heerbrugg, 12 May 2020




LEICA GEOSYSTEMS SOFTWARE LICENSING AGREEMENT:
INTEGRATED AND RESALE SOFTWARE SUPPLEMENTAL TERMS

*Please read these License Agreement Supplemental Terms thoroughly before using
the Software*

These Integrated and Resale Software Supplemental Terms (“Supplemental Terms”)
are attached to and incorporated in the Leica Geosystems Software License
Agreement (“License Agreement”) between Customer (“Licensee”) and Leica
Geosystems AG (“Leica Geosystems” or “Licensor”). These Supplemental Terms
together with the License Agreement and other applicable agreements form the
agreement between Licensor and Licensee (“Agreement”). All capitalised terms
used in these Supplemental Terms that are not defined herein have the same
meaning as set forth in the License Agreement.

1 DEFINITIONS

“Data” means any electronic data, text, messages, communications, documents,
photos or other materials submitted to and stored within the Services by Leica,
its Authorised Resellers, its Affiliates, or Licensee or an End-User in
connection with the use of the Services.
“End-User” means an entity or person who uses one or more of the Third-Party
Software for or on behalf of Licensee.
“Services” means cloud-based software solutions.


2 THIRD-PARTY SOFTWARE

In addition to the terms and conditions set forth in the License Agreement,
these Supplemental Terms govern Licensee’s use of the following third-party
software integrated or resold by Licensor (“Third-Party Software”): See list at
https://leica-geosystems.com/about-us/compliance-standards/legal-documents.

3 USE

Licensor grants to Licensee a non-exclusive, non-transferable,
non-sublicensable, and non-assignable right to use the Third-Party Software as
part of the Software for its internal business operations under the terms stated
in the License Agreement and these Supplemental Terms. To the extent there is
any conflict or inconsistency between the provisions of the License Agreement
and the Supplemental Terms, or to the extent the Supplemental Terms address
matters not addressed in the License Agreement, the provisions of these
Supplemental Terms shall take priority and govern solely with respect to the
Third-Party Software.

4 NO COPIES

Licensee shall not copy the Third-Party Software except: (i) as necessary to
read the Third-Party Software from the media into the memory of a computer
solely for the purpose of executing it on a single machine (whether a
stand-alone computer or a workstation component of a multi-terminal system), or
(ii) to create an archival copy. All such copies of the Third-Party Software
shall contain the same proprietary notices which appear on and in the
Third-Party Software. Licensee shall not install, access, or otherwise copy or
use the Third-Party Software except as expressly authorized by these
Supplemental Terms.

5 RESTRICTIONS

Licensee shall not: (i) modify, adapt, translate, reverse engineer, decompile,
or disassemble the Third-Party Software or any part thereof; (ii) modify,
translate, adapt, arrange, or create derivative works based on the Third-Party
Software for any purpose; (iii) remove, modify or hide or otherwise make
unreadable or non-viewable any proprietary notice, label, legend, advice,
watermark, trademark, service mark, or other designation contained on the
Third-Party Software, any component thereof, documentation, or output therefrom;
(iv) distribute copies of the Third-Party Software to any third party,
including, without limitation, to test, gift, rent, lease, loan, or sublicense
the Third-Party Software to any third party; (v) install or access, or allow the
installation or access to, the Third-Party Software in a virtual server
environment or over the Internet, including, without limitation, use in
connection with a Web hosting or similar service, or make the Third-Party
Software available to any third party via the Internet or otherwise; (vi) use or
export the Third-Party Software outside of the country of purchase for any
reason; (vii) use or permit the use of the Third-Party Software in violation of
any U.S. Federal, state, or local laws or regulations or any foreign law or
regulation, including but not limited to export control laws; (viii) attempt to
circumvent or disable the security key mechanism that protects the Third-Party
Software against unauthorized use (except and only to the extent that applicable
law prohibits or restricts such restrictions); (ix) publicly disseminate
performance information or analysis (including, without limitation, benchmarks)
from any source relating to the Third-Party Software; or (x) publish any results
of benchmark tests run on the Third-Party Software. Licensee acknowledges and
consents to the Software automatically connecting to the Internet and
communicating with Licensor and/or its designated third parties connected with
the development and/or the validation of the Software and the enforcement of
licensing terms set out in this Agreement, to enable Licensor and its designated
third parties to maintain, process and use an End-User’s IP address, location,
technical, diagnostic, usage, licensing, and related information, which
information will be processed in accordance with the terms of this License
Agreement and the use, privacy, and data processing policies viewable at
https://leica-geosystems.com/global/privacy-policy.

6 TITLE

Title to and ownership of the intellectual property rights associated with the
Third-Party Software and any copies remain with the Third-Party Software
suppliers identified in Section 2 and their licensors/suppliers.

7 DISCLAIMERS

a. Disclaimer of Warranties. THE THIRD-PARTY SOFTWARE IS PROVIDED “AS IS.”
NEITHER LICENSOR NOR ITS SUPPLIERS MAKE ANY OTHER WARRANTIES, CONDITIONS OR
UNDERTAKINGS, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT
LIMITED TO WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, OR NONINFRINGEMENT. LICENSEE MAY HAVE OTHER STATUTORY RIGHTS; HOWEVER,
TO THE FULL EXTENT PERMITTED BY LAW, THE DURATION OF STATUTORILY REQUIRED
WARRANTIES, IF ANY, SHALL BE LIMITED TO THE SHORTEST PERIOD PERMITTED BY LAW.
LICENSOR MAKES NO WARRANTIES WITH RESPECT TO ANY THIRD-PARTY COMPONENTS OF THE
THIRD-PARTY SOFTWARE.
b. Warnings; Additional Disclaimers. THE THIRD-PARTY SOFTWARE IS A TOOL INTENDED
TO BE USED BY TRAINED PROFESSIONALS ONLY, AND ANY OUTPUT OF THE THIRD-PARTY
SOFTWARE (INCLUDING WITHOUT LIMITATION COMPARISONS OF A PRODUCT’S FIELD SCANS
WITH MODELS) MUST BE ANALYZED BY SUCH TRAINED PROFESSIONALS BEFORE MAKING ANY
DECISIONS. THE THIRD-PARTY SOFTWARE IS NOT A SUBSTITUTE FOR PROFESSIONAL
JUDGMENT OR INDEPENDENT TESTING, WHETHER REQUIRED OF LICENSEE OR OTHERWISE. DUE
TO THE LARGE VARIETY OF POTENTIAL APPLICATIONS FOR THE THIRD-PARTY SOFTWARE, THE
THIRD-PARTY SOFTWARE HAS NOT BEEN TESTED IN ALL SITUATIONS UNDER WHICH IT MAY BE
USED. ANY USE BY LICENSEE OF (I) THE THIRD-PARTY SOFTWARE OR (II) ANY OUTPUT OF
THE THIRD-PARTY SOFTWARE IS SOLELY AT LICENSEE’S OWN RISK AND LICENSOR AND ITS
SUPPLIERS WILL HAVE NO LIABILITY FOR SUCH USE. LICENSEE IS SOLELY RESPONSIBLE
FOR THE ACCURACY OF ALL FIELD SCANS AND MODELS. THE LICENSORS OF THE MODELING
PROGRAMS MAY CHANGE THE MODELING PROGRAMS SO THAT THEY ARE NO LONGER COMPATIBLE
WITH THE THIRD-PARTY SOFTWARE, AND LICENSOR AND ITS SUPPLIERS WILL HAVE NO
RESPONSIBILITY FOR ANY INABILITY TO USE THE THIRD-PARTY SOFTWARE DUE TO A CHANGE
IN THE MODELING PROGRAM. LICENSEE IS RESPONSIBLE FOR THE SUPERVISION,
MANAGEMENT, AND CONTROL OF THE THIRD-PARTY SOFTWARE. THIS RESPONSIBILITY
INCLUDES, BUT IS NOT LIMITED TO, THE DETERMINATION OF APPROPRIATE USES FOR THE
THIRD-PARTY SOFTWARE AND THE SELECTION OF THE THIRD-PARTY SOFTWARE AND OTHER
PROGRAMS TO ACHIEVE INTENDED RESULTS. THE THIRD-PARTY SOFTWARE IS NOT FAULT
TOLERANT AND IS NOT DESIGNED, MANUFACTURED OR INTENDED FOR USE IN LIFE SUPPORT,
MEDICAL, EMERGENCY, MISSION CRITICAL OR OTHER STRICT LIABILITY OR HAZARDOUS
ACTIVITIES (“HIGH RISK ACTIVITIES”). LICENSOR AND ITS SUPPLIERS EACH
SPECIFICALLY DISCLAIM ANY EXPRESS OR IMPLIED WARRANTY OF FITNESS FOR HIGH RISK
ACTIVITIES. LICENSEE REPRESENTS AND WARRANTS THAT ITS END USER(S) WILL NOT USE
THE THIRD-PARTY SOFTWARE (OR PERMIT IT TO BE USED) FOR HIGH RISK ACTIVITIES AND
AGREE THAT LICENSOR AND ITS SUPPLIERS WILL HAVE NO LIABILITY FOR USE OF THE
THIRD-PARTY SOFTWARE IN HIGH RISK ACTIVITIES. LICENSEE SHALL INDEMNIFY, DEFEND,
AND HOLD HARMLESS LICENSOR AND ITS SUPPLIERS FOR ANY CLAIMS, DAMAGES,
LIABILITIES OR OTHER LOSSES RESULTING FROM SUCH USE.


8 INDEMNIFICATION

LICENSEE SHALL INDEMNIFY, DEFEND, AND HOLD HARMLESS LICENSOR, ITS DISTRIBUTORS,
LICENSORS, AND SUPPLIERS, AND THEIR RESPECTIVE AGENTS, OFFICERS, MANAGERS,
EMPLOYEES, AND MEMBERS FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, SUITS,
JUDGMENTS AND EXPENSES (INCLUDING REASONABLE LEGAL FEES AND EXPENSES) ARISING
OUT OF OR RELATING TO: (A) A BREACH BY LICENSEE OF ITS OBLIGATIONS UNDER THE
LICENSE AGREEMENT OR THESE SUPPLEMENTAL TERMS; (B) ANY VIOLATION OF ANY LAW,
REGULATION, OR THIRD-PARTY RIGHTS; AND/OR (C) INTELLECTUAL PROPERTY
MISAPPROPRIATION OR INFRINGEMENT CLAIMS BY ANY THIRD PARTY BASED ON, OR RELATING
TO, LICENSEE’S USE OF THE THIRD-PARTY SOFTWARE. LICENSEE SHALL GIVE LICENSOR
PROMPT NOTICE OF SUCH CLAIMS AND PERMIT LICENSOR TO CONTROL THE DEFENSE OR
SETTLEMENT THEREOF.

9 RETURN OF COPIES

Upon termination of the License Agreement for the Software and Third-Party
Software, Licensee shall discontinue use and destroy or return to Licensor all
copies of the Third-Party Software and related Documentation.

10 LIMITATION OF LIABILITY

a. NEITHER LICENSOR NOR LICENSOR’S SUPPLIERS AND/OR DISTRIBUTORS SHALL BE LIABLE
FOR ANY LOSS OF USE, LOST DATA, FAILURE OF SECURITY MECHANISMS, INTERRUPTION OF
BUSINESS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY
KIND (INCLUDING LOST PROFITS), REGARDLESS OF THE FORM OF ACTION, WHETHER IN
CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF
INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE.
b. NOTWITHSTANDING ANY OTHER PROVISION OF THE LICENSE AGREEMENT, LICENSOR’S AND
LICENSOR’S SUPPLIERS’ AND/OR DISTRIBUTORS’ ENTIRE LIABILITY TO LICENSEE UNDER
THE LICENSE AGREEMENT AND THESE SUPPLEMENTAL TERMS SHALL NOT EXCEED THE AMOUNT
ACTUALLY PAID BY LICENSEE TO LICENSOR FOR THE SOFTWARE UNDER THE LICENSE
AGREEMENT

11 THIRD PARTY BENEFICIARY

Third-Party Software suppliers identified in Section 2 are intended third party
beneficiaries of Licensor’s rights under the License Agreement and these
Supplemental Terms.


Heerbrugg, 12 May 2020
Leica Software Licensing Agreement – Terrestrial Laser Scanning
www.leica-geosystems.com
Leica Geosystems AG
Heinrich-Wild-Strasse
CH-9435 Heerbrugg
Switzerland
Phone +41 71 727 31 31


LEICA GEOSYSTEMS


SOFTWARE LICENSE AGREEMENT

PLEASE READ THE FOLLOWING TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT (THE
“LICENSE AGREEMENT”) CAREFULLY BEFORE USING THIS PRODUCT (AS DEFINED IN SECTION
1). THE PRODUCT INCLUDES SOFTWARE, WHICH LEICA GEOSYSTEMS WILL LICENSE TO YOU
FOR USE ONLY IN THE MANNER DETAILED BELOW. YOU MUST NOT INSTALL OR USE THE
SOFTWARE UNLESS YOU HAVE READ AND ACCEPTED THE TERMS AND CONDITIONS HEREIN; BY
PROCEEDING WITH THE INSTALLATION OR THE USE OF THE SOFTWARE OR ANY PART THEREOF,
YOU SHALL BE DEEMED TO HAVE AGREED TO ALL THE TERMS AND CONDITIONS OF THE
LICENSE, THE WARRANTY, THE LIMITATION OF LIABILITY AND THE OTHER PROVISIONS OF
THIS LICENSE AGREEMENT, INCLUDING ANY SUPPLEMENTAL TERMS PROVIDED.
IN THE EVENT THAT YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS LICENSE
AGREEMENT, YOU SHALL NOT BE PERMITTED TO USE THE SOFTWARE, AND YOU MUST RETURN
THE UNUSED SOFTWARE TOGETHER WITH ITS ACCOMPANYING DOCUMENTATION AND THE
PURCHASE RECEIPT TO THE DEALER FROM WHOM YOU PURCHASED THE PRODUCT WITHIN TEN
(10) DAYS OF PURCHASE TO OBTAIN A FULL REFUND OF THE PURCHASE PRICE.
THIS SOFTWARE MAY INCLUDE PRODUCT ACTIVATION AND OTHER TECHNOLOGY DESIGNED TO
PREVENT UNAUTHORIZED USE AND COPYING OR TO PROVIDE TECHNICAL OR SUPPORT SERVICES
REMOTELY BY LEICA GEOSYSTEMS OR ITS AUTHORIZED RESELLER OR THIRD PARTY. THIS
TECHNOLOGY MAY CAUSE YOUR COMPUTER OR DEVICE TO AUTOMATICALLY CONNECT TO THE
INTERNET. ADDITIONALLY, ONCE CONNECTED, THE SOFTWARE MAY TRANSMIT YOUR SERIAL
NUMBER/LICENSE NUMBER TO LEICA GEOSYSTEMS AND IN DOING SO MAY PREVENT USES OF
THE SOFTWARE WHICH ARE NOT PERMITTED; ALSO, THE SOFTWARE MAY TRANSMIT OTHER
SUPPORT-RELATED INFORMATION, SUCH AS CONFIGURATIONS, USAGE STATISTICS, OR ALLOW
OR PUSH DOWNLOADS OF UPDATES TO PRODUCT SOFTWARE.

1 DEFINITIONS

“Integrated and Resale Software Supplemental Terms (“Supplemental Terms”)” shall
mean, if applicable, the terms and conditions attached to this License
Agreement, which are incorporated by reference herein and that, together with
this License Agreement, govern Licensee’s use of specified Third-Party Software.
To the extent there is any conflict or inconsistency between the provisions of
this License Agreement and the Supplemental Terms, the provisions of the
Supplemental Terms shall take priority and govern solely with respect to the
Third-Party Software;
“Patches” shall mean the fixing of a programming error (bug) or of a wrong
behavior of the Software or the related Software code.
“Product” shall mean (a) the Leica Geosystems instrument you have purchased for
use with the Software, if any, or (b) the Software itself, if you have licensed
the Software on a stand-alone basis.
“Purchase Agreement” shall mean the purchase order, agreement or other document
pursuant to which you purchased the Product.
“Software” shall, depending on the case, mean the Leica Geosystems software and
Third-Party Software, and the related documentation (in electronic or in paper
form), (a) that is supplied to you on a data carrier medium, or (b) that is
pre-installed on the Product (if the Product is not the Software itself), or (c)
that can be downloaded by you online pursuant to prior authorization from Leica
Geosystems.
“Specifications” shall mean the functionality of the Software as described in
the Product description and the help functions, if any, provided in electronic
or in paper form by Leica Geosystems in conjunction with the Software.
“Specified Computer Facility” shall mean the computer or server environment
defined in the Product description that is required for the proper functioning
of the Software.
“Third-Party Software” shall mean, if applicable, third-party software specified
in the Supplemental Terms, which has been integrated with the Software and/or
Product or resold by Leica Geosystems;
“Updates” shall mean software that corrects faults in the Software or
Third-Party Software or that, pursuant to no obligation hereunder, enhances the
functionality of the Software or Third-Party Software by providing additional
functions or any other increases in performance.

2 SCOPE OF THE LICENSE

Leica Geosystems AG, Heinrich-Wild-Strasse, CH-9435 Heerbrugg, Switzerland
(alternatively, the "Licensor" or “Leica Geosystems”) hereby grants to you (the
"Licensee"), subject to payment of the applicable license fee and to continuous
compliance with all the provisions hereinafter and in the Supplemental Terms,
the non-exclusive, non-transferable, non-sublicensable, and non-assignable right
to use in the manner set forth herein the Software on one (1) application,
unless the number of permitted applications is otherwise agreed upon in the
Purchase Agreement. The use of the Software for a purpose other than as licensed
herein shall not be permitted.
The foregoing license is limited as follows:
(a) the Software will be used only on such permitted number of applications and
in a mechanically readable form;
(b) the Software will as a whole or in part be installed, saved and run only on
the Specified Computer Facility in accordance with the installation instructions
of Licensor; and
(c) one (1) copy of the Software may be made exclusively for security and
archiving purposes, provided that such copy carries a comprehensive copyright
notice together with all additional references to the rights of Licensor to the
Software and the designation of the original version.
In the event that the Software is an update or an additional module for an
already licensed system, instrument or facility, Licensee may make only as many
copies as previously authorized by Licensor. Certain Software supplied by
Licensor may contain a special program that regulates and monitors the number of
simultaneous users of the Software in a network environment together with the
number of the licensed copies of the Software, excluding back-up copies (the
“Special Program”). Licensee hereby consents to the inclusion and operation of
such Special Program and to the use of other security devices in connection with
the Software and Licensee shall be prohibited from circumventing,
reverse-engineering or copying such Special Program or any other security
devices.
Licensee will use the Software only in the manner permitted under the foregoing
license and will not (a) alter the Software or any part thereof in any manner
(including, without limitation, through modifications, adaptations,
translations, or second-hand versions.), (b) decompile the Software or any part
thereof, (c) reverse-engineer or disassemble the Software or any part thereof or
manipulate the Software in any other way into a form that persons can read, (d)
transfer the Software or any part thereof to another operating system, (e) pass
on the Software or any part thereof to a third party or make it available to a
third party in any other manner (including, without limitation, for testing or
by gift, lease, loan or sublicense, or via a service bureau) without the prior
written consent of Licensor, (f) use the Software or any part thereof on a
computer facility other than the Specified Computer Facility, or on more than
one work station, on networks, on a client server system or on mobile additional
instruments without the prior written consent of Licensor, (g) remove, alter, or
obscure any proprietary notices, labels, or marks from the Software, (h) use any
equipment, device, software, or other means designed to circumvent or remove any
form of copy protection used by Leica Geosystems in connection with the
Software, or use the Software together with any authorization code, serial
number, or other copy-protection device not supplied by Leica Geosystems
directly or through an authorized distributor; or (i) use any equipment, device,
software, or other means designed to circumvent or remove any usage
restrictions, or to enable functionality disabled by Leica Geosystems.
Installation, access, and continued use of the Software may require an
entitlement number. Registration may be required for certain features or before
an entitlement number is issued by Leica Geosystems. Licensee agrees that Leica
Geosystems may use data and information provided by Licensee, an authorized
reseller, or any other third party acting on behalf of Licensee in connection
with the purchase of the software license to register the Software. Licensee
agrees to provide Leica Geosystems, an authorized reseller, or any other third
party acting on Licensee’s behalf with accurate and current registration
information, and Licensee further agrees to maintain and update this
registration information through customer data registration processes that may
be provided by Leica Geosystems. By installing and using the Software, Licensee
consents to Leica Geosystems using any personal information provided at
registration, or updated thereafter, to issue entitlement numbers, to manage
Leica Geosystems’ relationship with Licensee (including automating the issuance
of entitlement numbers for future purchases), and to otherwise use any such
personal information in conformance with its privacy policy, if applicable,
which is available at https://leica-geosystems.com/global/privacy-policy.
The activation security mechanisms may disable the Software if Licensee attempts
without Leica Geosystems’ consent or authorization to transfer it to another
computer or device, if the date-setting mechanisms on the computer or device is
tampered with, if Licensee uses the Software past an applicable evaluation
period or limited term, or if Licensee undertakes certain other actions that may
offset the security mode.
This Software may cause the Specified Computer Facility to automatically connect
to the Internet and to communicate with Leica Geosystems and or with third
parties connected with the development and/or the validation of the Software.
Except for the Third-Party Software specified in the Supplemental Terms, this
Software license does not cover or include the use of third-party software.
Licensee’s right to use any such other third -party software shall be governed
by the provisions set forth by such third party.
This Software license shall also apply to Open Source Software (OSS). In case of
conflict with the terms of this Software License Agreement, the terms of the
respective OSS license agreement shall govern.

3 WARRANTY

Express Warranty. Licensor warrants to the original Licensee that (a) the data
carrier medium on which the Software is stored shall be free from defects in
workmanship and material at the time of delivery to Licensee, and (b) for the
warranty period specified in the relevant Purchase Order, the Software (but not
Updates) shall function in material accordance with the Specifications, provided
the Software is used in the manner permitted in the foregoing license, on the
Specified Computer Facility and in accordance with the conditions of
installation, use and operation set forth in the Product description. Licensor
does not warrant that the Software will be free of defects, run without
interruption, meet the expectations of Licensee, or function in combination with
the hardware or software products of third parties, or that all program errors
will be corrected. In addition to the foregoing, in order for a defect in the
Software to be sufficiently material so as to violate the warranty set forth in
subsection (b), above, of this paragraph, the defect must cause the Software -
while being used in the manner permitted in the foregoing license - to function
in a way so divergent from the Specifications that it is unsuitable for the
purpose described in the Product description. Furthermore, if the required
functionality can be achieved by the Licensee indirectly (through a so called
“work-around”), then the applicable impairment shall not constitute a defect
giving rise to duties under the foregoing warranty. Licensor’s sole obligation
under the foregoing warranty shall be, at Licensor’s sole option and expense, to
either (a) replace the data carrier and/or the Software, so as to materially
conform with the Specifications (including, without limitation, replacement with
a more recent version or equivalent software); or (b) repair the Software by
providing correction codes, work-around solutions and/or Updates, including
updated documentation and other documents; or (c) terminate this License
Agreement and refund all license fees received following the return of the
Software in accordance with Section 7 below. The foregoing warranty will apply
to any replaced data carriers and Software until expiry of the original warranty
period.
The costs and risk of any delivery of Software to the service point nominated by
Licensor shall be borne by Licensee.
Obtaining warranty service. If Licensee detects a defect in the Software that
may give rise to a duty under the foregoing warranty, it will cease using the
Software immediately and notify Licensor or its local sales partner in writing
of the defect and provide sufficient supporting documentation within the period
for notifying defects. Such period for notifying defects is ninety (90) days
from the date of delivery of the data carrier medium (for a defect in the data
carrier medium) and one (1) year from the date of delivery of the Software (for
a defect in the Software). The written supporting documentation relating to the
defect will be sufficient if it permits the defect detected by Licensee to be
capable of reproduction by Licensor. Licensee will annex the relevant purchase
receipt so that Licensor can determine compliance with the periods for notifying
defects. Licensee will not carry out modifications or repairs itself or permit
such modifications or repairs to be carried out by unauthorized third parties.
If requested by Licensor, Licensee will support Licensor in the analysis of the
causes and conditions giving rise to the defect, as well as in the development
and testing of correction codes or a work-around solution.
Warranty exclusive. Licensee’s sole remedy for Software defects is set forth in
the foregoing express warranty. The Software is licensed with its current
features “as is” and with no warranty or guarantee of whatever nature, other
than the foregoing express warranty. Such express warranty is in lieu of all
other warranties, express or implied, either in fact or by operation of law,
statutory or otherwise, including warranties, terms or conditions of
merchantability, fitness for a particular purpose, satisfactory quality and
non-infringement, all of which are expressly disclaimed. Licensee acknowledges
that Licensor’s sales partner or dealers are not allowed to provide any
warranty, guarantee or assurance with regard to the use, suitability, or results
of use of the Software, or with regard to the precision, accuracy or reliability
thereof, and any such warranty, guarantee or assurance is of no effect. It shall
be the responsibility of Licensee to select the Software that fulfils its
requirements. Licensee shall bear the full risk for the performance of and
results achieved by the Software and for its suitability for the use that
Licensee has planned for it, even when Licensor has been informed of the planned
use of the Software.
Licensor shall be relieved of its obligations under the foregoing express
warranty to the extent that any defect is caused by circumstances for which it
is not responsible, including, without limitation, (a) non-compliance with the
conditions of use and operation contained in the Product description or the
documentation; (b) non-compliance with the provisions of this License Agreement;
(c) unauthorized modifications to or interference with the Software by Licensee
or third parties; (d) errors in the operation of the Software by Licensee or by
third-party staff; (e) influences from systems or programs that have not been
supplied by Licensor; or (f) use on a computer facility other than the Specified
Computer Facility.
In the event that Licensor is not responsible for a defect pursuant to these
warranty provisions or that Licensor incurs additional expenditure as a result
of the failure of Licensee to comply fully with its obligations under this
Section 3 (including, without limitation, its obligation to support and provide
documentation to Licensor), Licensor shall have the right to charge Licensee for
the costs that it incurs for the analysis and rectification of the defect
according to the time and materials required and in accordance with the
applicable rates charged by Licensor at the time.

4 INTELLECTUAL PROPERTY RIGHTS

Licensee shall hold only those rights to the Software that are expressly
described in Section 2 of this License Agreement. As between Licensor and
Licensee, any other rights with regard to the Software, including without
limitation, ownership rights and patent, copyright, trademark, trade secret and
other intellectual property rights, shall remain the sole property of Licensor.
Licensee will not remove from the Software any references to copyrights,
trademarks or other ownership rights, or cover up or alter any such references.
Licensee will take all reasonable steps to prevent any unauthorized use,
reproduction, sale, or publication of the Software or the unauthorized provision
of access thereto. Licensee will indemnify and hold harmless Licensor from any
losses, damages, claims and expenses (including, without limitation, reasonable
legal expenses) relating to any infringement of the rights of Licensor caused by
Licensee, Licensee’s breach of this License Agreement or Licensee’s use of the
Software in a manner not authorized under this License Agreement.
In the event that Licensee faces legal proceedings based on the allegation that
Licensee’s use of a valid, unmodified version of the Software in accordance with
the terms and conditions of this License Agreement infringes an existing
intellectual property right in Switzerland, the European Union, Japan, the USA
or in any other countries where Licensor sells the Software, or that such use
constitutes unfair competition, Licensor shall defend any such proceedings at
its own expense, provided that Licensee has informed Licensor immediately in
writing of the proceedings raised, has granted Licensor a Power of Attorney
authorizing it to conduct and settle the legal proceedings, and, if requested by
Licensor, has provided Licensor with reasonable support in the defense of such
proceedings.
In the event that, in the sole opinion of Licensor, the valid, unmodified
version of the Software could infringe the intellectual property rights of third
parties, it shall at its own exclusive discretion (a) either obtain
authorization from such third party for the continued use of the Software by
Licensee, (b) replace the Software, (c) modify it in such a manner that there is
no longer any infringement of intellectual property rights, or (d) if the
foregoing measures are not within the bounds of what is reasonably possible,
terminate this License Agreement effective immediately and refund to Licensee a
portion of the license fees paid (after deduction of an appropriate payment for
the use already made of the Software by Licensee).
Notwithstanding the foregoing, Licensor shall be relieved of its obligations
under the prior two paragraphs of this Section 4 if the infringement claim is
based on the allegation or fact that the Software (a) has been modified by
Licensee, or (b) is being used with other programs or data and such combination
has led to an infringement of a third-party right, (c) has been used on a
computer facility other than the Specified Computer Facility, or (d) has been
used and operated under conditions other than those specified in the Product
description.

5 LIMITATION OF LIABILITY

To the extent permitted under applicable law, Licensor shall not be liable for
any direct, indirect or consequential loss or damage, including, without
limitation, loss of income, loss of business profits or loss of contracts,
unrealized cost reductions, loss of data, business interruption, or increased
costs on the part of Licensee or any other financial losses, that result from or
in connection with the purchase, license, use, breakdown or interruption of
operation of the Software. The foregoing limitation of liability shall also
apply in the event that Licensor has been notified of the possibility of such
losses being incurred. Licensor shall be liable only for loss or damage caused
by Licensor’s gross negligence or willful misconduct. This limitation of
liability shall apply to all claims for loss and damage irrespective of their
legal grounds, including, without limitation, claims based on tort, contract,
pre- contract or quasi-contract. This limitation of liability shall also apply
to any officers, directors or employees of Licensor, or any representatives or
agents of Licensor or licensors of Third-Party Software that are involved in the
development, marketing or supply of the Software.
It shall be the exclusive duty of Licensee to ensure that it and its staff
possess the required knowledge to properly install and use the Software.
Licensor shall not be liable for problems and defects that arise from
insufficient knowledge or learning on the part of the users of the Software.

6 EXCLUSION OF OTHER ASSURANCES

Licensee hereby agrees that no verbal or written assurances, declarations,
statements, recommendations or advertising messages have been made by Licensor,
its employees, sales partners, agents, dealers or downstream distributors that
could give rise to an amendment or extension of the foregoing warranties and
limitation of liability. Licensee is hereby given notice that none of the
forenamed persons is authorized by Licensor to make any such amendments or to
provide any such assurances.

7 DURATION AND TERMINATION

This License Agreement shall come into force on the agreement of Licensee to the
provisions hereof and shall remain in force for the term indicated in the
Purchase Order.
In addition to any other right of termination provided in this License
Agreement, each party shall be entitled to terminate this License Agreement at
any time with immediate effect:
a) in the event of a material violation of a contractual duty by the other
party, including, without limitation, default in payment of the license fee, if
the party in breach does not remedy such violation within forty-five (45) days
after being served with a notice in writing;
b) is unable to pay its debts, or becomes insolvent, or is subject to an order
or a resolution for its liquidation, administration, winding-up or dissolution
(otherwise than for the purposes of a solvent amalgamation or reconstruction),
or has an administrative or other receiver, manager, trustee, liquidator,
administrator or similar officer appointed over all or any substantial part of
its assets, or enters into or proposes any composition or arrangement with its
creditors generally, or is subject to any analogous event or proceeding in any
applicable jurisdiction.
On any termination of this License Agreement, all rights of use of the Software
held by Licensee shall expire. Within thirty (30) days from the date of
termination of the License Agreement Licensee will return to Licensor or destroy
(and confirm such destruction in writing to Licensor) the Software and all
copies or partial copies thereof that have been made, as well as all modified
parts of the Software or interfacing parts linking to other programs or data
systems, and to the extent available, all security devices.

8 IMPORT, EXPORT AND USE OF THE SOFTWARE

Licensee shall be exclusively responsible for ensuring compliance with the
relevant legislation relating to its rights to import, export or use the
Software.

9 GENERAL PROVISIONS

If any term or provision of this License Agreement shall be or shall become
invalid or unenforceable for any reason, such term or provision shall be
ineffective to the extent of such invalidity or unenforceability without
invalidating the remaining terms and provisions hereof, provided, however, that
the parties shall replace any such invalid or unenforceable provision by a valid
and enforceable provision as comes nearest to the original provision in economic
impact and intent. This License Agreement may be modified only in writing,
signed by an authorized officer of Leica Geosystems. This is the entire
agreement between Leica Geosystems and Licensee regarding the Software and it
supersedes any prior representation, discussions, undertakings, communications
or advertising relating to the Software.

10 THIRD-PARTY BENEFICIARY

The parties expressly agree that each subsidiary of Leica Geosystems, including
the entity from whom Licensee purchased the Product (if the Product is not the
Software itself), is a third-party beneficiary of this Software License
Agreement, and, without limiting the foregoing, such subsidiaries shall have all
defenses available to Leica Geosystems under this Software License Agreement.

11 GOVERNING LAW AND PLACE OF JURISDICTION

This Agreement shall be governed by the laws of Switzerland, excluding all
conflicts of laws principles and excluding the United Nations Convention on
Contracts for the International Sale of Goods. The ordinary courts at the
headquarters of Leica Geosystems AG in Balgach, Switzerland shall have
jurisdiction. Licensor shall, in its sole discretion, also have the right to
invoke the courts of law having jurisdiction at the domicile or place of
business of Licensee.

RESTRICTED RIGHTS

Contract No. N00024-97-H-4204
Contractor Name Cyra Technologies, Inc.
(Subcontractor to Spatial Integrated Systems)

Contractor Address 4550 Norris Canyon Road, San Ramon, CA 94583

The Government's rights to use, modify, reproduce, release, perform, display, or
disclose this software are restricted by paragraph (b)(3) of the Rights in
Noncommercial Computer Software and Noncommercial Computer Software
Documentation clause contained in the above identified contract. Any
reproduction of computer software or portions thereof marked with this legend
must also reproduce the markings. Any person, other than the Government, who has
been provided access to such software must promptly notify the above-named
Contractor. This license will be governed by the laws of the State of California
as applied to transactions taking place wholly within California between
California residents.

Leica Geosystems AG
Heinrich-Wild-Strasse 201
CH - 9435 Heerbrugg
(Switzerland)
Heerbrugg, 12 May 2020




LEICA GEOSYSTEMS SOFTWARE LICENSING AGREEMENT:
INTEGRATED AND RESALE SOFTWARE SUPPLEMENTAL TERMS

*Please read these License Agreement Supplemental Terms thoroughly before using
the Software*

These Integrated and Resale Software Supplemental Terms (“Supplemental Terms”)
are attached to and incorporated in the Leica Geosystems Software License
Agreement (“License Agreement”) between Customer (“Licensee”) and Leica
Geosystems AG (“Leica Geosystems” or “Licensor”). These Supplemental Terms
together with the License Agreement and other applicable agreements form the
agreement between Licensor and Licensee (“Agreement”). All capitalised terms
used in these Supplemental Terms that are not defined herein have the same
meaning as set forth in the License Agreement.

1 DEFINITIONS

“Data” means any electronic data, text, messages, communications, documents,
photos or other materials submitted to and stored within the Services by Leica,
its Authorised Resellers, its Affiliates, or Licensee or an End-User in
connection with the use of the Services.
“End-User” means an entity or person who uses one or more of the Third-Party
Software for or on behalf of Licensee.
“Services” means cloud-based software solutions.


2 THIRD-PARTY SOFTWARE

In addition to the terms and conditions set forth in the License Agreement,
these Supplemental Terms govern Licensee’s use of the following third-party
software integrated or resold by Licensor (“Third-Party Software”): See list at
https://leica-geosystems.com/about-us/compliance-standards/legal-documents.

3 USE

Licensor grants to Licensee a non-exclusive, non-transferable,
non-sublicensable, and non-assignable right to use the Third-Party Software as
part of the Software for its internal business operations under the terms stated
in the License Agreement and these Supplemental Terms. To the extent there is
any conflict or inconsistency between the provisions of the License Agreement
and the Supplemental Terms, or to the extent the Supplemental Terms address
matters not addressed in the License Agreement, the provisions of these
Supplemental Terms shall take priority and govern solely with respect to the
Third-Party Software.

4 NO COPIES

Licensee shall not copy the Third-Party Software except: (i) as necessary to
read the Third-Party Software from the media into the memory of a computer
solely for the purpose of executing it on a single machine (whether a
stand-alone computer or a workstation component of a multi-terminal system), or
(ii) to create an archival copy. All such copies of the Third-Party Software
shall contain the same proprietary notices which appear on and in the
Third-Party Software. Licensee shall not install, access, or otherwise copy or
use the Third-Party Software except as expressly authorized by these
Supplemental Terms.

5 RESTRICTIONS

Licensee shall not: (i) modify, adapt, translate, reverse engineer, decompile,
or disassemble the Third-Party Software or any part thereof; (ii) modify,
translate, adapt, arrange, or create derivative works based on the Third-Party
Software for any purpose; (iii) remove, modify or hide or otherwise make
unreadable or non-viewable any proprietary notice, label, legend, advice,
watermark, trademark, service mark, or other designation contained on the
Third-Party Software, any component thereof, documentation, or output therefrom;
(iv) distribute copies of the Third-Party Software to any third party,
including, without limitation, to test, gift, rent, lease, loan, or sublicense
the Third-Party Software to any third party; (v) install or access, or allow the
installation or access to, the Third-Party Software in a virtual server
environment or over the Internet, including, without limitation, use in
connection with a Web hosting or similar service, or make the Third-Party
Software available to any third party via the Internet or otherwise; (vi) use or
export the Third-Party Software outside of the country of purchase for any
reason; (vii) use or permit the use of the Third-Party Software in violation of
any U.S. Federal, state, or local laws or regulations or any foreign law or
regulation, including but not limited to export control laws; (viii) attempt to
circumvent or disable the security key mechanism that protects the Third-Party
Software against unauthorized use (except and only to the extent that applicable
law prohibits or restricts such restrictions); (ix) publicly disseminate
performance information or analysis (including, without limitation, benchmarks)
from any source relating to the Third-Party Software; or (x) publish any results
of benchmark tests run on the Third-Party Software. Licensee acknowledges and
consents to the Software automatically connecting to the Internet and
communicating with Licensor and/or its designated third parties connected with
the development and/or the validation of the Software and the enforcement of
licensing terms set out in this Agreement, to enable Licensor and its designated
third parties to maintain, process and use an End-User’s IP address, location,
technical, diagnostic, usage, licensing, and related information, which
information will be processed in accordance with the terms of this License
Agreement and the use, privacy, and data processing policies viewable at
https://leica-geosystems.com/global/privacy-policy.

6 TITLE

Title to and ownership of the intellectual property rights associated with the
Third-Party Software and any copies remain with the Third-Party Software
suppliers identified in Section 2 and their licensors/suppliers.

7 DISCLAIMERS

a. Disclaimer of Warranties. THE THIRD-PARTY SOFTWARE IS PROVIDED “AS IS.”
NEITHER LICENSOR NOR ITS SUPPLIERS MAKE ANY OTHER WARRANTIES, CONDITIONS OR
UNDERTAKINGS, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT
LIMITED TO WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, OR NONINFRINGEMENT. LICENSEE MAY HAVE OTHER STATUTORY RIGHTS; HOWEVER,
TO THE FULL EXTENT PERMITTED BY LAW, THE DURATION OF STATUTORILY REQUIRED
WARRANTIES, IF ANY, SHALL BE LIMITED TO THE SHORTEST PERIOD PERMITTED BY LAW.
LICENSOR MAKES NO WARRANTIES WITH RESPECT TO ANY THIRD-PARTY COMPONENTS OF THE
THIRD-PARTY SOFTWARE.
b. Warnings; Additional Disclaimers. THE THIRD-PARTY SOFTWARE IS A TOOL INTENDED
TO BE USED BY TRAINED PROFESSIONALS ONLY, AND ANY OUTPUT OF THE THIRD-PARTY
SOFTWARE (INCLUDING WITHOUT LIMITATION COMPARISONS OF A PRODUCT’S FIELD SCANS
WITH MODELS) MUST BE ANALYZED BY SUCH TRAINED PROFESSIONALS BEFORE MAKING ANY
DECISIONS. THE THIRD-PARTY SOFTWARE IS NOT A SUBSTITUTE FOR PROFESSIONAL
JUDGMENT OR INDEPENDENT TESTING, WHETHER REQUIRED OF LICENSEE OR OTHERWISE. DUE
TO THE LARGE VARIETY OF POTENTIAL APPLICATIONS FOR THE THIRD-PARTY SOFTWARE, THE
THIRD-PARTY SOFTWARE HAS NOT BEEN TESTED IN ALL SITUATIONS UNDER WHICH IT MAY BE
USED. ANY USE BY LICENSEE OF (I) THE THIRD-PARTY SOFTWARE OR (II) ANY OUTPUT OF
THE THIRD-PARTY SOFTWARE IS SOLELY AT LICENSEE’S OWN RISK AND LICENSOR AND ITS
SUPPLIERS WILL HAVE NO LIABILITY FOR SUCH USE. LICENSEE IS SOLELY RESPONSIBLE
FOR THE ACCURACY OF ALL FIELD SCANS AND MODELS. THE LICENSORS OF THE MODELING
PROGRAMS MAY CHANGE THE MODELING PROGRAMS SO THAT THEY ARE NO LONGER COMPATIBLE
WITH THE THIRD-PARTY SOFTWARE, AND LICENSOR AND ITS SUPPLIERS WILL HAVE NO
RESPONSIBILITY FOR ANY INABILITY TO USE THE THIRD-PARTY SOFTWARE DUE TO A CHANGE
IN THE MODELING PROGRAM. LICENSEE IS RESPONSIBLE FOR THE SUPERVISION,
MANAGEMENT, AND CONTROL OF THE THIRD-PARTY SOFTWARE. THIS RESPONSIBILITY
INCLUDES, BUT IS NOT LIMITED TO, THE DETERMINATION OF APPROPRIATE USES FOR THE
THIRD-PARTY SOFTWARE AND THE SELECTION OF THE THIRD-PARTY SOFTWARE AND OTHER
PROGRAMS TO ACHIEVE INTENDED RESULTS. THE THIRD-PARTY SOFTWARE IS NOT FAULT
TOLERANT AND IS NOT DESIGNED, MANUFACTURED OR INTENDED FOR USE IN LIFE SUPPORT,
MEDICAL, EMERGENCY, MISSION CRITICAL OR OTHER STRICT LIABILITY OR HAZARDOUS
ACTIVITIES (“HIGH RISK ACTIVITIES”). LICENSOR AND ITS SUPPLIERS EACH
SPECIFICALLY DISCLAIM ANY EXPRESS OR IMPLIED WARRANTY OF FITNESS FOR HIGH RISK
ACTIVITIES. LICENSEE REPRESENTS AND WARRANTS THAT ITS END USER(S) WILL NOT USE
THE THIRD-PARTY SOFTWARE (OR PERMIT IT TO BE USED) FOR HIGH RISK ACTIVITIES AND
AGREE THAT LICENSOR AND ITS SUPPLIERS WILL HAVE NO LIABILITY FOR USE OF THE
THIRD-PARTY SOFTWARE IN HIGH RISK ACTIVITIES. LICENSEE SHALL INDEMNIFY, DEFEND,
AND HOLD HARMLESS LICENSOR AND ITS SUPPLIERS FOR ANY CLAIMS, DAMAGES,
LIABILITIES OR OTHER LOSSES RESULTING FROM SUCH USE.


8 INDEMNIFICATION

LICENSEE SHALL INDEMNIFY, DEFEND, AND HOLD HARMLESS LICENSOR, ITS DISTRIBUTORS,
LICENSORS, AND SUPPLIERS, AND THEIR RESPECTIVE AGENTS, OFFICERS, MANAGERS,
EMPLOYEES, AND MEMBERS FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, SUITS,
JUDGMENTS AND EXPENSES (INCLUDING REASONABLE LEGAL FEES AND EXPENSES) ARISING
OUT OF OR RELATING TO: (A) A BREACH BY LICENSEE OF ITS OBLIGATIONS UNDER THE
LICENSE AGREEMENT OR THESE SUPPLEMENTAL TERMS; (B) ANY VIOLATION OF ANY LAW,
REGULATION, OR THIRD-PARTY RIGHTS; AND/OR (C) INTELLECTUAL PROPERTY
MISAPPROPRIATION OR INFRINGEMENT CLAIMS BY ANY THIRD PARTY BASED ON, OR RELATING
TO, LICENSEE’S USE OF THE THIRD-PARTY SOFTWARE. LICENSEE SHALL GIVE LICENSOR
PROMPT NOTICE OF SUCH CLAIMS AND PERMIT LICENSOR TO CONTROL THE DEFENSE OR
SETTLEMENT THEREOF.

9 RETURN OF COPIES

Upon termination of the License Agreement for the Software and Third-Party
Software, Licensee shall discontinue use and destroy or return to Licensor all
copies of the Third-Party Software and related Documentation.

10 LIMITATION OF LIABILITY

a. NEITHER LICENSOR NOR LICENSOR’S SUPPLIERS AND/OR DISTRIBUTORS SHALL BE LIABLE
FOR ANY LOSS OF USE, LOST DATA, FAILURE OF SECURITY MECHANISMS, INTERRUPTION OF
BUSINESS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY
KIND (INCLUDING LOST PROFITS), REGARDLESS OF THE FORM OF ACTION, WHETHER IN
CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF
INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE.
b. NOTWITHSTANDING ANY OTHER PROVISION OF THE LICENSE AGREEMENT, LICENSOR’S AND
LICENSOR’S SUPPLIERS’ AND/OR DISTRIBUTORS’ ENTIRE LIABILITY TO LICENSEE UNDER
THE LICENSE AGREEMENT AND THESE SUPPLEMENTAL TERMS SHALL NOT EXCEED THE AMOUNT
ACTUALLY PAID BY LICENSEE TO LICENSOR FOR THE SOFTWARE UNDER THE LICENSE
AGREEMENT

11 THIRD PARTY BENEFICIARY

Third-Party Software suppliers identified in Section 2 are intended third party
beneficiaries of Licensor’s rights under the License Agreement and these
Supplemental Terms.


Heerbrugg, 12 May 2020
Leica Software Licensing Agreement – Terrestrial Laser Scanning
www.leica-geosystems.com
Leica Geosystems AG
Heinrich-Wild-Strasse
CH-9435 Heerbrugg
Switzerland
Phone +41 71 727 31 31


LEICA GEOSYSTEMS


SOFTWARE LICENSE AGREEMENT

PLEASE READ THE FOLLOWING TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT (THE
“LICENSE AGREEMENT”) CAREFULLY BEFORE USING THIS PRODUCT (AS DEFINED IN SECTION
1). THE PRODUCT INCLUDES SOFTWARE, WHICH LEICA GEOSYSTEMS WILL LICENSE TO YOU
FOR USE ONLY IN THE MANNER DETAILED BELOW. YOU MUST NOT INSTALL OR USE THE
SOFTWARE UNLESS YOU HAVE READ AND ACCEPTED THE TERMS AND CONDITIONS HEREIN; BY
PROCEEDING WITH THE INSTALLATION OR THE USE OF THE SOFTWARE OR ANY PART THEREOF,
YOU SHALL BE DEEMED TO HAVE AGREED TO ALL THE TERMS AND CONDITIONS OF THE
LICENSE, THE WARRANTY, THE LIMITATION OF LIABILITY AND THE OTHER PROVISIONS OF
THIS LICENSE AGREEMENT, INCLUDING ANY SUPPLEMENTAL TERMS PROVIDED.
IN THE EVENT THAT YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS LICENSE
AGREEMENT, YOU SHALL NOT BE PERMITTED TO USE THE SOFTWARE, AND YOU MUST RETURN
THE UNUSED SOFTWARE TOGETHER WITH ITS ACCOMPANYING DOCUMENTATION AND THE
PURCHASE RECEIPT TO THE DEALER FROM WHOM YOU PURCHASED THE PRODUCT WITHIN TEN
(10) DAYS OF PURCHASE TO OBTAIN A FULL REFUND OF THE PURCHASE PRICE.
THIS SOFTWARE MAY INCLUDE PRODUCT ACTIVATION AND OTHER TECHNOLOGY DESIGNED TO
PREVENT UNAUTHORIZED USE AND COPYING OR TO PROVIDE TECHNICAL OR SUPPORT SERVICES
REMOTELY BY LEICA GEOSYSTEMS OR ITS AUTHORIZED RESELLER OR THIRD PARTY. THIS
TECHNOLOGY MAY CAUSE YOUR COMPUTER OR DEVICE TO AUTOMATICALLY CONNECT TO THE
INTERNET. ADDITIONALLY, ONCE CONNECTED, THE SOFTWARE MAY TRANSMIT YOUR SERIAL
NUMBER/LICENSE NUMBER TO LEICA GEOSYSTEMS AND IN DOING SO MAY PREVENT USES OF
THE SOFTWARE WHICH ARE NOT PERMITTED; ALSO, THE SOFTWARE MAY TRANSMIT OTHER
SUPPORT-RELATED INFORMATION, SUCH AS CONFIGURATIONS, USAGE STATISTICS, OR ALLOW
OR PUSH DOWNLOADS OF UPDATES TO PRODUCT SOFTWARE.

1 DEFINITIONS

“Integrated and Resale Software Supplemental Terms (“Supplemental Terms”)” shall
mean, if applicable, the terms and conditions attached to this License
Agreement, which are incorporated by reference herein and that, together with
this License Agreement, govern Licensee’s use of specified Third-Party Software.
To the extent there is any conflict or inconsistency between the provisions of
this License Agreement and the Supplemental Terms, the provisions of the
Supplemental Terms shall take priority and govern solely with respect to the
Third-Party Software;
“Patches” shall mean the fixing of a programming error (bug) or of a wrong
behavior of the Software or the related Software code.
“Product” shall mean (a) the Leica Geosystems instrument you have purchased for
use with the Software, if any, or (b) the Software itself, if you have licensed
the Software on a stand-alone basis.
“Purchase Agreement” shall mean the purchase order, agreement or other document
pursuant to which you purchased the Product.
“Software” shall, depending on the case, mean the Leica Geosystems software and
Third-Party Software, and the related documentation (in electronic or in paper
form), (a) that is supplied to you on a data carrier medium, or (b) that is
pre-installed on the Product (if the Product is not the Software itself), or (c)
that can be downloaded by you online pursuant to prior authorization from Leica
Geosystems.
“Specifications” shall mean the functionality of the Software as described in
the Product description and the help functions, if any, provided in electronic
or in paper form by Leica Geosystems in conjunction with the Software.
“Specified Computer Facility” shall mean the computer or server environment
defined in the Product description that is required for the proper functioning
of the Software.
“Third-Party Software” shall mean, if applicable, third-party software specified
in the Supplemental Terms, which has been integrated with the Software and/or
Product or resold by Leica Geosystems;
“Updates” shall mean software that corrects faults in the Software or
Third-Party Software or that, pursuant to no obligation hereunder, enhances the
functionality of the Software or Third-Party Software by providing additional
functions or any other increases in performance.

2 SCOPE OF THE LICENSE

Leica Geosystems AG, Heinrich-Wild-Strasse, CH-9435 Heerbrugg, Switzerland
(alternatively, the "Licensor" or “Leica Geosystems”) hereby grants to you (the
"Licensee"), subject to payment of the applicable license fee and to continuous
compliance with all the provisions hereinafter and in the Supplemental Terms,
the non-exclusive, non-transferable, non-sublicensable, and non-assignable right
to use in the manner set forth herein the Software on one (1) application,
unless the number of permitted applications is otherwise agreed upon in the
Purchase Agreement. The use of the Software for a purpose other than as licensed
herein shall not be permitted.
The foregoing license is limited as follows:
(a) the Software will be used only on such permitted number of applications and
in a mechanically readable form;
(b) the Software will as a whole or in part be installed, saved and run only on
the Specified Computer Facility in accordance with the installation instructions
of Licensor; and
(c) one (1) copy of the Software may be made exclusively for security and
archiving purposes, provided that such copy carries a comprehensive copyright
notice together with all additional references to the rights of Licensor to the
Software and the designation of the original version.
In the event that the Software is an update or an additional module for an
already licensed system, instrument or facility, Licensee may make only as many
copies as previously authorized by Licensor. Certain Software supplied by
Licensor may contain a special program that regulates and monitors the number of
simultaneous users of the Software in a network environment together with the
number of the licensed copies of the Software, excluding back-up copies (the
“Special Program”). Licensee hereby consents to the inclusion and operation of
such Special Program and to the use of other security devices in connection with
the Software and Licensee shall be prohibited from circumventing,
reverse-engineering or copying such Special Program or any other security
devices.
Licensee will use the Software only in the manner permitted under the foregoing
license and will not (a) alter the Software or any part thereof in any manner
(including, without limitation, through modifications, adaptations,
translations, or second-hand versions.), (b) decompile the Software or any part
thereof, (c) reverse-engineer or disassemble the Software or any part thereof or
manipulate the Software in any other way into a form that persons can read, (d)
transfer the Software or any part thereof to another operating system, (e) pass
on the Software or any part thereof to a third party or make it available to a
third party in any other manner (including, without limitation, for testing or
by gift, lease, loan or sublicense, or via a service bureau) without the prior
written consent of Licensor, (f) use the Software or any part thereof on a
computer facility other than the Specified Computer Facility, or on more than
one work station, on networks, on a client server system or on mobile additional
instruments without the prior written consent of Licensor, (g) remove, alter, or
obscure any proprietary notices, labels, or marks from the Software, (h) use any
equipment, device, software, or other means designed to circumvent or remove any
form of copy protection used by Leica Geosystems in connection with the
Software, or use the Software together with any authorization code, serial
number, or other copy-protection device not supplied by Leica Geosystems
directly or through an authorized distributor; or (i) use any equipment, device,
software, or other means designed to circumvent or remove any usage
restrictions, or to enable functionality disabled by Leica Geosystems.
Installation, access, and continued use of the Software may require an
entitlement number. Registration may be required for certain features or before
an entitlement number is issued by Leica Geosystems. Licensee agrees that Leica
Geosystems may use data and information provided by Licensee, an authorized
reseller, or any other third party acting on behalf of Licensee in connection
with the purchase of the software license to register the Software. Licensee
agrees to provide Leica Geosystems, an authorized reseller, or any other third
party acting on Licensee’s behalf with accurate and current registration
information, and Licensee further agrees to maintain and update this
registration information through customer data registration processes that may
be provided by Leica Geosystems. By installing and using the Software, Licensee
consents to Leica Geosystems using any personal information provided at
registration, or updated thereafter, to issue entitlement numbers, to manage
Leica Geosystems’ relationship with Licensee (including automating the issuance
of entitlement numbers for future purchases), and to otherwise use any such
personal information in conformance with its privacy policy, if applicable,
which is available at https://leica-geosystems.com/global/privacy-policy.
The activation security mechanisms may disable the Software if Licensee attempts
without Leica Geosystems’ consent or authorization to transfer it to another
computer or device, if the date-setting mechanisms on the computer or device is
tampered with, if Licensee uses the Software past an applicable evaluation
period or limited term, or if Licensee undertakes certain other actions that may
offset the security mode.
This Software may cause the Specified Computer Facility to automatically connect
to the Internet and to communicate with Leica Geosystems and or with third
parties connected with the development and/or the validation of the Software.
Except for the Third-Party Software specified in the Supplemental Terms, this
Software license does not cover or include the use of third-party software.
Licensee’s right to use any such other third -party software shall be governed
by the provisions set forth by such third party.
This Software license shall also apply to Open Source Software (OSS). In case of
conflict with the terms of this Software License Agreement, the terms of the
respective OSS license agreement shall govern.

3 WARRANTY

Express Warranty. Licensor warrants to the original Licensee that (a) the data
carrier medium on which the Software is stored shall be free from defects in
workmanship and material at the time of delivery to Licensee, and (b) for the
warranty period specified in the relevant Purchase Order, the Software (but not
Updates) shall function in material accordance with the Specifications, provided
the Software is used in the manner permitted in the foregoing license, on the
Specified Computer Facility and in accordance with the conditions of
installation, use and operation set forth in the Product description. Licensor
does not warrant that the Software will be free of defects, run without
interruption, meet the expectations of Licensee, or function in combination with
the hardware or software products of third parties, or that all program errors
will be corrected. In addition to the foregoing, in order for a defect in the
Software to be sufficiently material so as to violate the warranty set forth in
subsection (b), above, of this paragraph, the defect must cause the Software -
while being used in the manner permitted in the foregoing license - to function
in a way so divergent from the Specifications that it is unsuitable for the
purpose described in the Product description. Furthermore, if the required
functionality can be achieved by the Licensee indirectly (through a so called
“work-around”), then the applicable impairment shall not constitute a defect
giving rise to duties under the foregoing warranty. Licensor’s sole obligation
under the foregoing warranty shall be, at Licensor’s sole option and expense, to
either (a) replace the data carrier and/or the Software, so as to materially
conform with the Specifications (including, without limitation, replacement with
a more recent version or equivalent software); or (b) repair the Software by
providing correction codes, work-around solutions and/or Updates, including
updated documentation and other documents; or (c) terminate this License
Agreement and refund all license fees received following the return of the
Software in accordance with Section 7 below. The foregoing warranty will apply
to any replaced data carriers and Software until expiry of the original warranty
period.
The costs and risk of any delivery of Software to the service point nominated by
Licensor shall be borne by Licensee.
Obtaining warranty service. If Licensee detects a defect in the Software that
may give rise to a duty under the foregoing warranty, it will cease using the
Software immediately and notify Licensor or its local sales partner in writing
of the defect and provide sufficient supporting documentation within the period
for notifying defects. Such period for notifying defects is ninety (90) days
from the date of delivery of the data carrier medium (for a defect in the data
carrier medium) and one (1) year from the date of delivery of the Software (for
a defect in the Software). The written supporting documentation relating to the
defect will be sufficient if it permits the defect detected by Licensee to be
capable of reproduction by Licensor. Licensee will annex the relevant purchase
receipt so that Licensor can determine compliance with the periods for notifying
defects. Licensee will not carry out modifications or repairs itself or permit
such modifications or repairs to be carried out by unauthorized third parties.
If requested by Licensor, Licensee will support Licensor in the analysis of the
causes and conditions giving rise to the defect, as well as in the development
and testing of correction codes or a work-around solution.
Warranty exclusive. Licensee’s sole remedy for Software defects is set forth in
the foregoing express warranty. The Software is licensed with its current
features “as is” and with no warranty or guarantee of whatever nature, other
than the foregoing express warranty. Such express warranty is in lieu of all
other warranties, express or implied, either in fact or by operation of law,
statutory or otherwise, including warranties, terms or conditions of
merchantability, fitness for a particular purpose, satisfactory quality and
non-infringement, all of which are expressly disclaimed. Licensee acknowledges
that Licensor’s sales partner or dealers are not allowed to provide any
warranty, guarantee or assurance with regard to the use, suitability, or results
of use of the Software, or with regard to the precision, accuracy or reliability
thereof, and any such warranty, guarantee or assurance is of no effect. It shall
be the responsibility of Licensee to select the Software that fulfils its
requirements. Licensee shall bear the full risk for the performance of and
results achieved by the Software and for its suitability for the use that
Licensee has planned for it, even when Licensor has been informed of the planned
use of the Software.
Licensor shall be relieved of its obligations under the foregoing express
warranty to the extent that any defect is caused by circumstances for which it
is not responsible, including, without limitation, (a) non-compliance with the
conditions of use and operation contained in the Product description or the
documentation; (b) non-compliance with the provisions of this License Agreement;
(c) unauthorized modifications to or interference with the Software by Licensee
or third parties; (d) errors in the operation of the Software by Licensee or by
third-party staff; (e) influences from systems or programs that have not been
supplied by Licensor; or (f) use on a computer facility other than the Specified
Computer Facility.
In the event that Licensor is not responsible for a defect pursuant to these
warranty provisions or that Licensor incurs additional expenditure as a result
of the failure of Licensee to comply fully with its obligations under this
Section 3 (including, without limitation, its obligation to support and provide
documentation to Licensor), Licensor shall have the right to charge Licensee for
the costs that it incurs for the analysis and rectification of the defect
according to the time and materials required and in accordance with the
applicable rates charged by Licensor at the time.

4 INTELLECTUAL PROPERTY RIGHTS

Licensee shall hold only those rights to the Software that are expressly
described in Section 2 of this License Agreement. As between Licensor and
Licensee, any other rights with regard to the Software, including without
limitation, ownership rights and patent, copyright, trademark, trade secret and
other intellectual property rights, shall remain the sole property of Licensor.
Licensee will not remove from the Software any references to copyrights,
trademarks or other ownership rights, or cover up or alter any such references.
Licensee will take all reasonable steps to prevent any unauthorized use,
reproduction, sale, or publication of the Software or the unauthorized provision
of access thereto. Licensee will indemnify and hold harmless Licensor from any
losses, damages, claims and expenses (including, without limitation, reasonable
legal expenses) relating to any infringement of the rights of Licensor caused by
Licensee, Licensee’s breach of this License Agreement or Licensee’s use of the
Software in a manner not authorized under this License Agreement.
In the event that Licensee faces legal proceedings based on the allegation that
Licensee’s use of a valid, unmodified version of the Software in accordance with
the terms and conditions of this License Agreement infringes an existing
intellectual property right in Switzerland, the European Union, Japan, the USA
or in any other countries where Licensor sells the Software, or that such use
constitutes unfair competition, Licensor shall defend any such proceedings at
its own expense, provided that Licensee has informed Licensor immediately in
writing of the proceedings raised, has granted Licensor a Power of Attorney
authorizing it to conduct and settle the legal proceedings, and, if requested by
Licensor, has provided Licensor with reasonable support in the defense of such
proceedings.
In the event that, in the sole opinion of Licensor, the valid, unmodified
version of the Software could infringe the intellectual property rights of third
parties, it shall at its own exclusive discretion (a) either obtain
authorization from such third party for the continued use of the Software by
Licensee, (b) replace the Software, (c) modify it in such a manner that there is
no longer any infringement of intellectual property rights, or (d) if the
foregoing measures are not within the bounds of what is reasonably possible,
terminate this License Agreement effective immediately and refund to Licensee a
portion of the license fees paid (after deduction of an appropriate payment for
the use already made of the Software by Licensee).
Notwithstanding the foregoing, Licensor shall be relieved of its obligations
under the prior two paragraphs of this Section 4 if the infringement claim is
based on the allegation or fact that the Software (a) has been modified by
Licensee, or (b) is being used with other programs or data and such combination
has led to an infringement of a third-party right, (c) has been used on a
computer facility other than the Specified Computer Facility, or (d) has been
used and operated under conditions other than those specified in the Product
description.

5 LIMITATION OF LIABILITY

To the extent permitted under applicable law, Licensor shall not be liable for
any direct, indirect or consequential loss or damage, including, without
limitation, loss of income, loss of business profits or loss of contracts,
unrealized cost reductions, loss of data, business interruption, or increased
costs on the part of Licensee or any other financial losses, that result from or
in connection with the purchase, license, use, breakdown or interruption of
operation of the Software. The foregoing limitation of liability shall also
apply in the event that Licensor has been notified of the possibility of such
losses being incurred. Licensor shall be liable only for loss or damage caused
by Licensor’s gross negligence or willful misconduct. This limitation of
liability shall apply to all claims for loss and damage irrespective of their
legal grounds, including, without limitation, claims based on tort, contract,
pre- contract or quasi-contract. This limitation of liability shall also apply
to any officers, directors or employees of Licensor, or any representatives or
agents of Licensor or licensors of Third-Party Software that are involved in the
development, marketing or supply of the Software.
It shall be the exclusive duty of Licensee to ensure that it and its staff
possess the required knowledge to properly install and use the Software.
Licensor shall not be liable for problems and defects that arise from
insufficient knowledge or learning on the part of the users of the Software.

6 EXCLUSION OF OTHER ASSURANCES

Licensee hereby agrees that no verbal or written assurances, declarations,
statements, recommendations or advertising messages have been made by Licensor,
its employees, sales partners, agents, dealers or downstream distributors that
could give rise to an amendment or extension of the foregoing warranties and
limitation of liability. Licensee is hereby given notice that none of the
forenamed persons is authorized by Licensor to make any such amendments or to
provide any such assurances.

7 DURATION AND TERMINATION

This License Agreement shall come into force on the agreement of Licensee to the
provisions hereof and shall remain in force for the term indicated in the
Purchase Order.
In addition to any other right of termination provided in this License
Agreement, each party shall be entitled to terminate this License Agreement at
any time with immediate effect:
a) in the event of a material violation of a contractual duty by the other
party, including, without limitation, default in payment of the license fee, if
the party in breach does not remedy such violation within forty-five (45) days
after being served with a notice in writing;
b) is unable to pay its debts, or becomes insolvent, or is subject to an order
or a resolution for its liquidation, administration, winding-up or dissolution
(otherwise than for the purposes of a solvent amalgamation or reconstruction),
or has an administrative or other receiver, manager, trustee, liquidator,
administrator or similar officer appointed over all or any substantial part of
its assets, or enters into or proposes any composition or arrangement with its
creditors generally, or is subject to any analogous event or proceeding in any
applicable jurisdiction.
On any termination of this License Agreement, all rights of use of the Software
held by Licensee shall expire. Within thirty (30) days from the date of
termination of the License Agreement Licensee will return to Licensor or destroy
(and confirm such destruction in writing to Licensor) the Software and all
copies or partial copies thereof that have been made, as well as all modified
parts of the Software or interfacing parts linking to other programs or data
systems, and to the extent available, all security devices.

8 IMPORT, EXPORT AND USE OF THE SOFTWARE

Licensee shall be exclusively responsible for ensuring compliance with the
relevant legislation relating to its rights to import, export or use the
Software.

9 GENERAL PROVISIONS

If any term or provision of this License Agreement shall be or shall become
invalid or unenforceable for any reason, such term or provision shall be
ineffective to the extent of such invalidity or unenforceability without
invalidating the remaining terms and provisions hereof, provided, however, that
the parties shall replace any such invalid or unenforceable provision by a valid
and enforceable provision as comes nearest to the original provision in economic
impact and intent. This License Agreement may be modified only in writing,
signed by an authorized officer of Leica Geosystems. This is the entire
agreement between Leica Geosystems and Licensee regarding the Software and it
supersedes any prior representation, discussions, undertakings, communications
or advertising relating to the Software.

10 THIRD-PARTY BENEFICIARY

The parties expressly agree that each subsidiary of Leica Geosystems, including
the entity from whom Licensee purchased the Product (if the Product is not the
Software itself), is a third-party beneficiary of this Software License
Agreement, and, without limiting the foregoing, such subsidiaries shall have all
defenses available to Leica Geosystems under this Software License Agreement.

11 GOVERNING LAW AND PLACE OF JURISDICTION

This Agreement shall be governed by the laws of Switzerland, excluding all
conflicts of laws principles and excluding the United Nations Convention on
Contracts for the International Sale of Goods. The ordinary courts at the
headquarters of Leica Geosystems AG in Balgach, Switzerland shall have
jurisdiction. Licensor shall, in its sole discretion, also have the right to
invoke the courts of law having jurisdiction at the domicile or place of
business of Licensee.

RESTRICTED RIGHTS

Contract No. N00024-97-H-4204
Contractor Name Cyra Technologies, Inc.
(Subcontractor to Spatial Integrated Systems)

Contractor Address 4550 Norris Canyon Road, San Ramon, CA 94583

The Government's rights to use, modify, reproduce, release, perform, display, or
disclose this software are restricted by paragraph (b)(3) of the Rights in
Noncommercial Computer Software and Noncommercial Computer Software
Documentation clause contained in the above identified contract. Any
reproduction of computer software or portions thereof marked with this legend
must also reproduce the markings. Any person, other than the Government, who has
been provided access to such software must promptly notify the above-named
Contractor. This license will be governed by the laws of the State of California
as applied to transactions taking place wholly within California between
California residents.

Leica Geosystems AG
Heinrich-Wild-Strasse 201
CH - 9435 Heerbrugg
(Switzerland)
Heerbrugg, 12 May 2020




LEICA GEOSYSTEMS SOFTWARE LICENSING AGREEMENT:
INTEGRATED AND RESALE SOFTWARE SUPPLEMENTAL TERMS

*Please read these License Agreement Supplemental Terms thoroughly before using
the Software*

These Integrated and Resale Software Supplemental Terms (“Supplemental Terms”)
are attached to and incorporated in the Leica Geosystems Software License
Agreement (“License Agreement”) between Customer (“Licensee”) and Leica
Geosystems AG (“Leica Geosystems” or “Licensor”). These Supplemental Terms
together with the License Agreement and other applicable agreements form the
agreement between Licensor and Licensee (“Agreement”). All capitalised terms
used in these Supplemental Terms that are not defined herein have the same
meaning as set forth in the License Agreement.

1 DEFINITIONS

“Data” means any electronic data, text, messages, communications, documents,
photos or other materials submitted to and stored within the Services by Leica,
its Authorised Resellers, its Affiliates, or Licensee or an End-User in
connection with the use of the Services.
“End-User” means an entity or person who uses one or more of the Third-Party
Software for or on behalf of Licensee.
“Services” means cloud-based software solutions.


2 THIRD-PARTY SOFTWARE

In addition to the terms and conditions set forth in the License Agreement,
these Supplemental Terms govern Licensee’s use of the following third-party
software integrated or resold by Licensor (“Third-Party Software”): See list at
https://leica-geosystems.com/about-us/compliance-standards/legal-documents.

3 USE

Licensor grants to Licensee a non-exclusive, non-transferable,
non-sublicensable, and non-assignable right to use the Third-Party Software as
part of the Software for its internal business operations under the terms stated
in the License Agreement and these Supplemental Terms. To the extent there is
any conflict or inconsistency between the provisions of the License Agreement
and the Supplemental Terms, or to the extent the Supplemental Terms address
matters not addressed in the License Agreement, the provisions of these
Supplemental Terms shall take priority and govern solely with respect to the
Third-Party Software.

4 NO COPIES

Licensee shall not copy the Third-Party Software except: (i) as necessary to
read the Third-Party Software from the media into the memory of a computer
solely for the purpose of executing it on a single machine (whether a
stand-alone computer or a workstation component of a multi-terminal system), or
(ii) to create an archival copy. All such copies of the Third-Party Software
shall contain the same proprietary notices which appear on and in the
Third-Party Software. Licensee shall not install, access, or otherwise copy or
use the Third-Party Software except as expressly authorized by these
Supplemental Terms.

5 RESTRICTIONS

Licensee shall not: (i) modify, adapt, translate, reverse engineer, decompile,
or disassemble the Third-Party Software or any part thereof; (ii) modify,
translate, adapt, arrange, or create derivative works based on the Third-Party
Software for any purpose; (iii) remove, modify or hide or otherwise make
unreadable or non-viewable any proprietary notice, label, legend, advice,
watermark, trademark, service mark, or other designation contained on the
Third-Party Software, any component thereof, documentation, or output therefrom;
(iv) distribute copies of the Third-Party Software to any third party,
including, without limitation, to test, gift, rent, lease, loan, or sublicense
the Third-Party Software to any third party; (v) install or access, or allow the
installation or access to, the Third-Party Software in a virtual server
environment or over the Internet, including, without limitation, use in
connection with a Web hosting or similar service, or make the Third-Party
Software available to any third party via the Internet or otherwise; (vi) use or
export the Third-Party Software outside of the country of purchase for any
reason; (vii) use or permit the use of the Third-Party Software in violation of
any U.S. Federal, state, or local laws or regulations or any foreign law or
regulation, including but not limited to export control laws; (viii) attempt to
circumvent or disable the security key mechanism that protects the Third-Party
Software against unauthorized use (except and only to the extent that applicable
law prohibits or restricts such restrictions); (ix) publicly disseminate
performance information or analysis (including, without limitation, benchmarks)
from any source relating to the Third-Party Software; or (x) publish any results
of benchmark tests run on the Third-Party Software. Licensee acknowledges and
consents to the Software automatically connecting to the Internet and
communicating with Licensor and/or its designated third parties connected with
the development and/or the validation of the Software and the enforcement of
licensing terms set out in this Agreement, to enable Licensor and its designated
third parties to maintain, process and use an End-User’s IP address, location,
technical, diagnostic, usage, licensing, and related information, which
information will be processed in accordance with the terms of this License
Agreement and the use, privacy, and data processing policies viewable at
https://leica-geosystems.com/global/privacy-policy.

6 TITLE

Title to and ownership of the intellectual property rights associated with the
Third-Party Software and any copies remain with the Third-Party Software
suppliers identified in Section 2 and their licensors/suppliers.

7 DISCLAIMERS

a. Disclaimer of Warranties. THE THIRD-PARTY SOFTWARE IS PROVIDED “AS IS.”
NEITHER LICENSOR NOR ITS SUPPLIERS MAKE ANY OTHER WARRANTIES, CONDITIONS OR
UNDERTAKINGS, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT
LIMITED TO WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, OR NONINFRINGEMENT. LICENSEE MAY HAVE OTHER STATUTORY RIGHTS; HOWEVER,
TO THE FULL EXTENT PERMITTED BY LAW, THE DURATION OF STATUTORILY REQUIRED
WARRANTIES, IF ANY, SHALL BE LIMITED TO THE SHORTEST PERIOD PERMITTED BY LAW.
LICENSOR MAKES NO WARRANTIES WITH RESPECT TO ANY THIRD-PARTY COMPONENTS OF THE
THIRD-PARTY SOFTWARE.
b. Warnings; Additional Disclaimers. THE THIRD-PARTY SOFTWARE IS A TOOL INTENDED
TO BE USED BY TRAINED PROFESSIONALS ONLY, AND ANY OUTPUT OF THE THIRD-PARTY
SOFTWARE (INCLUDING WITHOUT LIMITATION COMPARISONS OF A PRODUCT’S FIELD SCANS
WITH MODELS) MUST BE ANALYZED BY SUCH TRAINED PROFESSIONALS BEFORE MAKING ANY
DECISIONS. THE THIRD-PARTY SOFTWARE IS NOT A SUBSTITUTE FOR PROFESSIONAL
JUDGMENT OR INDEPENDENT TESTING, WHETHER REQUIRED OF LICENSEE OR OTHERWISE. DUE
TO THE LARGE VARIETY OF POTENTIAL APPLICATIONS FOR THE THIRD-PARTY SOFTWARE, THE
THIRD-PARTY SOFTWARE HAS NOT BEEN TESTED IN ALL SITUATIONS UNDER WHICH IT MAY BE
USED. ANY USE BY LICENSEE OF (I) THE THIRD-PARTY SOFTWARE OR (II) ANY OUTPUT OF
THE THIRD-PARTY SOFTWARE IS SOLELY AT LICENSEE’S OWN RISK AND LICENSOR AND ITS
SUPPLIERS WILL HAVE NO LIABILITY FOR SUCH USE. LICENSEE IS SOLELY RESPONSIBLE
FOR THE ACCURACY OF ALL FIELD SCANS AND MODELS. THE LICENSORS OF THE MODELING
PROGRAMS MAY CHANGE THE MODELING PROGRAMS SO THAT THEY ARE NO LONGER COMPATIBLE
WITH THE THIRD-PARTY SOFTWARE, AND LICENSOR AND ITS SUPPLIERS WILL HAVE NO
RESPONSIBILITY FOR ANY INABILITY TO USE THE THIRD-PARTY SOFTWARE DUE TO A CHANGE
IN THE MODELING PROGRAM. LICENSEE IS RESPONSIBLE FOR THE SUPERVISION,
MANAGEMENT, AND CONTROL OF THE THIRD-PARTY SOFTWARE. THIS RESPONSIBILITY
INCLUDES, BUT IS NOT LIMITED TO, THE DETERMINATION OF APPROPRIATE USES FOR THE
THIRD-PARTY SOFTWARE AND THE SELECTION OF THE THIRD-PARTY SOFTWARE AND OTHER
PROGRAMS TO ACHIEVE INTENDED RESULTS. THE THIRD-PARTY SOFTWARE IS NOT FAULT
TOLERANT AND IS NOT DESIGNED, MANUFACTURED OR INTENDED FOR USE IN LIFE SUPPORT,
MEDICAL, EMERGENCY, MISSION CRITICAL OR OTHER STRICT LIABILITY OR HAZARDOUS
ACTIVITIES (“HIGH RISK ACTIVITIES”). LICENSOR AND ITS SUPPLIERS EACH
SPECIFICALLY DISCLAIM ANY EXPRESS OR IMPLIED WARRANTY OF FITNESS FOR HIGH RISK
ACTIVITIES. LICENSEE REPRESENTS AND WARRANTS THAT ITS END USER(S) WILL NOT USE
THE THIRD-PARTY SOFTWARE (OR PERMIT IT TO BE USED) FOR HIGH RISK ACTIVITIES AND
AGREE THAT LICENSOR AND ITS SUPPLIERS WILL HAVE NO LIABILITY FOR USE OF THE
THIRD-PARTY SOFTWARE IN HIGH RISK ACTIVITIES. LICENSEE SHALL INDEMNIFY, DEFEND,
AND HOLD HARMLESS LICENSOR AND ITS SUPPLIERS FOR ANY CLAIMS, DAMAGES,
LIABILITIES OR OTHER LOSSES RESULTING FROM SUCH USE.


8 INDEMNIFICATION

LICENSEE SHALL INDEMNIFY, DEFEND, AND HOLD HARMLESS LICENSOR, ITS DISTRIBUTORS,
LICENSORS, AND SUPPLIERS, AND THEIR RESPECTIVE AGENTS, OFFICERS, MANAGERS,
EMPLOYEES, AND MEMBERS FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, SUITS,
JUDGMENTS AND EXPENSES (INCLUDING REASONABLE LEGAL FEES AND EXPENSES) ARISING
OUT OF OR RELATING TO: (A) A BREACH BY LICENSEE OF ITS OBLIGATIONS UNDER THE
LICENSE AGREEMENT OR THESE SUPPLEMENTAL TERMS; (B) ANY VIOLATION OF ANY LAW,
REGULATION, OR THIRD-PARTY RIGHTS; AND/OR (C) INTELLECTUAL PROPERTY
MISAPPROPRIATION OR INFRINGEMENT CLAIMS BY ANY THIRD PARTY BASED ON, OR RELATING
TO, LICENSEE’S USE OF THE THIRD-PARTY SOFTWARE. LICENSEE SHALL GIVE LICENSOR
PROMPT NOTICE OF SUCH CLAIMS AND PERMIT LICENSOR TO CONTROL THE DEFENSE OR
SETTLEMENT THEREOF.

9 RETURN OF COPIES

Upon termination of the License Agreement for the Software and Third-Party
Software, Licensee shall discontinue use and destroy or return to Licensor all
copies of the Third-Party Software and related Documentation.

10 LIMITATION OF LIABILITY

a. NEITHER LICENSOR NOR LICENSOR’S SUPPLIERS AND/OR DISTRIBUTORS SHALL BE LIABLE
FOR ANY LOSS OF USE, LOST DATA, FAILURE OF SECURITY MECHANISMS, INTERRUPTION OF
BUSINESS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY
KIND (INCLUDING LOST PROFITS), REGARDLESS OF THE FORM OF ACTION, WHETHER IN
CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF
INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE.
b. NOTWITHSTANDING ANY OTHER PROVISION OF THE LICENSE AGREEMENT, LICENSOR’S AND
LICENSOR’S SUPPLIERS’ AND/OR DISTRIBUTORS’ ENTIRE LIABILITY TO LICENSEE UNDER
THE LICENSE AGREEMENT AND THESE SUPPLEMENTAL TERMS SHALL NOT EXCEED THE AMOUNT
ACTUALLY PAID BY LICENSEE TO LICENSOR FOR THE SOFTWARE UNDER THE LICENSE
AGREEMENT

11 THIRD PARTY BENEFICIARY

Third-Party Software suppliers identified in Section 2 are intended third party
beneficiaries of Licensor’s rights under the License Agreement and these
Supplemental Terms.


Heerbrugg, 12 May 2020
Leica Software Licensing Agreement – Terrestrial Laser Scanning
www.leica-geosystems.com
Leica Geosystems AG
Heinrich-Wild-Strasse
CH-9435 Heerbrugg
Switzerland
Phone +41 71 727 31 31


LEICA GEOSYSTEMS


SOFTWARE LICENSE AGREEMENT

PLEASE READ THE FOLLOWING TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT (THE
“LICENSE AGREEMENT”) CAREFULLY BEFORE USING THIS PRODUCT (AS DEFINED IN SECTION
1). THE PRODUCT INCLUDES SOFTWARE, WHICH LEICA GEOSYSTEMS WILL LICENSE TO YOU
FOR USE ONLY IN THE MANNER DETAILED BELOW. YOU MUST NOT INSTALL OR USE THE
SOFTWARE UNLESS YOU HAVE READ AND ACCEPTED THE TERMS AND CONDITIONS HEREIN; BY
PROCEEDING WITH THE INSTALLATION OR THE USE OF THE SOFTWARE OR ANY PART THEREOF,
YOU SHALL BE DEEMED TO HAVE AGREED TO ALL THE TERMS AND CONDITIONS OF THE
LICENSE, THE WARRANTY, THE LIMITATION OF LIABILITY AND THE OTHER PROVISIONS OF
THIS LICENSE AGREEMENT, INCLUDING ANY SUPPLEMENTAL TERMS PROVIDED.
IN THE EVENT THAT YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS LICENSE
AGREEMENT, YOU SHALL NOT BE PERMITTED TO USE THE SOFTWARE, AND YOU MUST RETURN
THE UNUSED SOFTWARE TOGETHER WITH ITS ACCOMPANYING DOCUMENTATION AND THE
PURCHASE RECEIPT TO THE DEALER FROM WHOM YOU PURCHASED THE PRODUCT WITHIN TEN
(10) DAYS OF PURCHASE TO OBTAIN A FULL REFUND OF THE PURCHASE PRICE.
THIS SOFTWARE MAY INCLUDE PRODUCT ACTIVATION AND OTHER TECHNOLOGY DESIGNED TO
PREVENT UNAUTHORIZED USE AND COPYING OR TO PROVIDE TECHNICAL OR SUPPORT SERVICES
REMOTELY BY LEICA GEOSYSTEMS OR ITS AUTHORIZED RESELLER OR THIRD PARTY. THIS
TECHNOLOGY MAY CAUSE YOUR COMPUTER OR DEVICE TO AUTOMATICALLY CONNECT TO THE
INTERNET. ADDITIONALLY, ONCE CONNECTED, THE SOFTWARE MAY TRANSMIT YOUR SERIAL
NUMBER/LICENSE NUMBER TO LEICA GEOSYSTEMS AND IN DOING SO MAY PREVENT USES OF
THE SOFTWARE WHICH ARE NOT PERMITTED; ALSO, THE SOFTWARE MAY TRANSMIT OTHER
SUPPORT-RELATED INFORMATION, SUCH AS CONFIGURATIONS, USAGE STATISTICS, OR ALLOW
OR PUSH DOWNLOADS OF UPDATES TO PRODUCT SOFTWARE.

1 DEFINITIONS

“Integrated and Resale Software Supplemental Terms (“Supplemental Terms”)” shall
mean, if applicable, the terms and conditions attached to this License
Agreement, which are incorporated by reference herein and that, together with
this License Agreement, govern Licensee’s use of specified Third-Party Software.
To the extent there is any conflict or inconsistency between the provisions of
this License Agreement and the Supplemental Terms, the provisions of the
Supplemental Terms shall take priority and govern solely with respect to the
Third-Party Software;
“Patches” shall mean the fixing of a programming error (bug) or of a wrong
behavior of the Software or the related Software code.
“Product” shall mean (a) the Leica Geosystems instrument you have purchased for
use with the Software, if any, or (b) the Software itself, if you have licensed
the Software on a stand-alone basis.
“Purchase Agreement” shall mean the purchase order, agreement or other document
pursuant to which you purchased the Product.
“Software” shall, depending on the case, mean the Leica Geosystems software and
Third-Party Software, and the related documentation (in electronic or in paper
form), (a) that is supplied to you on a data carrier medium, or (b) that is
pre-installed on the Product (if the Product is not the Software itself), or (c)
that can be downloaded by you online pursuant to prior authorization from Leica
Geosystems.
“Specifications” shall mean the functionality of the Software as described in
the Product description and the help functions, if any, provided in electronic
or in paper form by Leica Geosystems in conjunction with the Software.
“Specified Computer Facility” shall mean the computer or server environment
defined in the Product description that is required for the proper functioning
of the Software.
“Third-Party Software” shall mean, if applicable, third-party software specified
in the Supplemental Terms, which has been integrated with the Software and/or
Product or resold by Leica Geosystems;
“Updates” shall mean software that corrects faults in the Software or
Third-Party Software or that, pursuant to no obligation hereunder, enhances the
functionality of the Software or Third-Party Software by providing additional
functions or any other increases in performance.

2 SCOPE OF THE LICENSE

Leica Geosystems AG, Heinrich-Wild-Strasse, CH-9435 Heerbrugg, Switzerland
(alternatively, the "Licensor" or “Leica Geosystems”) hereby grants to you (the
"Licensee"), subject to payment of the applicable license fee and to continuous
compliance with all the provisions hereinafter and in the Supplemental Terms,
the non-exclusive, non-transferable, non-sublicensable, and non-assignable right
to use in the manner set forth herein the Software on one (1) application,
unless the number of permitted applications is otherwise agreed upon in the
Purchase Agreement. The use of the Software for a purpose other than as licensed
herein shall not be permitted.
The foregoing license is limited as follows:
(a) the Software will be used only on such permitted number of applications and
in a mechanically readable form;
(b) the Software will as a whole or in part be installed, saved and run only on
the Specified Computer Facility in accordance with the installation instructions
of Licensor; and
(c) one (1) copy of the Software may be made exclusively for security and
archiving purposes, provided that such copy carries a comprehensive copyright
notice together with all additional references to the rights of Licensor to the
Software and the designation of the original version.
In the event that the Software is an update or an additional module for an
already licensed system, instrument or facility, Licensee may make only as many
copies as previously authorized by Licensor. Certain Software supplied by
Licensor may contain a special program that regulates and monitors the number of
simultaneous users of the Software in a network environment together with the
number of the licensed copies of the Software, excluding back-up copies (the
“Special Program”). Licensee hereby consents to the inclusion and operation of
such Special Program and to the use of other security devices in connection with
the Software and Licensee shall be prohibited from circumventing,
reverse-engineering or copying such Special Program or any other security
devices.
Licensee will use the Software only in the manner permitted under the foregoing
license and will not (a) alter the Software or any part thereof in any manner
(including, without limitation, through modifications, adaptations,
translations, or second-hand versions.), (b) decompile the Software or any part
thereof, (c) reverse-engineer or disassemble the Software or any part thereof or
manipulate the Software in any other way into a form that persons can read, (d)
transfer the Software or any part thereof to another operating system, (e) pass
on the Software or any part thereof to a third party or make it available to a
third party in any other manner (including, without limitation, for testing or
by gift, lease, loan or sublicense, or via a service bureau) without the prior
written consent of Licensor, (f) use the Software or any part thereof on a
computer facility other than the Specified Computer Facility, or on more than
one work station, on networks, on a client server system or on mobile additional
instruments without the prior written consent of Licensor, (g) remove, alter, or
obscure any proprietary notices, labels, or marks from the Software, (h) use any
equipment, device, software, or other means designed to circumvent or remove any
form of copy protection used by Leica Geosystems in connection with the
Software, or use the Software together with any authorization code, serial
number, or other copy-protection device not supplied by Leica Geosystems
directly or through an authorized distributor; or (i) use any equipment, device,
software, or other means designed to circumvent or remove any usage
restrictions, or to enable functionality disabled by Leica Geosystems.
Installation, access, and continued use of the Software may require an
entitlement number. Registration may be required for certain features or before
an entitlement number is issued by Leica Geosystems. Licensee agrees that Leica
Geosystems may use data and information provided by Licensee, an authorized
reseller, or any other third party acting on behalf of Licensee in connection
with the purchase of the software license to register the Software. Licensee
agrees to provide Leica Geosystems, an authorized reseller, or any other third
party acting on Licensee’s behalf with accurate and current registration
information, and Licensee further agrees to maintain and update this
registration information through customer data registration processes that may
be provided by Leica Geosystems. By installing and using the Software, Licensee
consents to Leica Geosystems using any personal information provided at
registration, or updated thereafter, to issue entitlement numbers, to manage
Leica Geosystems’ relationship with Licensee (including automating the issuance
of entitlement numbers for future purchases), and to otherwise use any such
personal information in conformance with its privacy policy, if applicable,
which is available at https://leica-geosystems.com/global/privacy-policy.
The activation security mechanisms may disable the Software if Licensee attempts
without Leica Geosystems’ consent or authorization to transfer it to another
computer or device, if the date-setting mechanisms on the computer or device is
tampered with, if Licensee uses the Software past an applicable evaluation
period or limited term, or if Licensee undertakes certain other actions that may
offset the security mode.
This Software may cause the Specified Computer Facility to automatically connect
to the Internet and to communicate with Leica Geosystems and or with third
parties connected with the development and/or the validation of the Software.
Except for the Third-Party Software specified in the Supplemental Terms, this
Software license does not cover or include the use of third-party software.
Licensee’s right to use any such other third -party software shall be governed
by the provisions set forth by such third party.
This Software license shall also apply to Open Source Software (OSS). In case of
conflict with the terms of this Software License Agreement, the terms of the
respective OSS license agreement shall govern.

3 WARRANTY

Express Warranty. Licensor warrants to the original Licensee that (a) the data
carrier medium on which the Software is stored shall be free from defects in
workmanship and material at the time of delivery to Licensee, and (b) for the
warranty period specified in the relevant Purchase Order, the Software (but not
Updates) shall function in material accordance with the Specifications, provided
the Software is used in the manner permitted in the foregoing license, on the
Specified Computer Facility and in accordance with the conditions of
installation, use and operation set forth in the Product description. Licensor
does not warrant that the Software will be free of defects, run without
interruption, meet the expectations of Licensee, or function in combination with
the hardware or software products of third parties, or that all program errors
will be corrected. In addition to the foregoing, in order for a defect in the
Software to be sufficiently material so as to violate the warranty set forth in
subsection (b), above, of this paragraph, the defect must cause the Software -
while being used in the manner permitted in the foregoing license - to function
in a way so divergent from the Specifications that it is unsuitable for the
purpose described in the Product description. Furthermore, if the required
functionality can be achieved by the Licensee indirectly (through a so called
“work-around”), then the applicable impairment shall not constitute a defect
giving rise to duties under the foregoing warranty. Licensor’s sole obligation
under the foregoing warranty shall be, at Licensor’s sole option and expense, to
either (a) replace the data carrier and/or the Software, so as to materially
conform with the Specifications (including, without limitation, replacement with
a more recent version or equivalent software); or (b) repair the Software by
providing correction codes, work-around solutions and/or Updates, including
updated documentation and other documents; or (c) terminate this License
Agreement and refund all license fees received following the return of the
Software in accordance with Section 7 below. The foregoing warranty will apply
to any replaced data carriers and Software until expiry of the original warranty
period.
The costs and risk of any delivery of Software to the service point nominated by
Licensor shall be borne by Licensee.
Obtaining warranty service. If Licensee detects a defect in the Software that
may give rise to a duty under the foregoing warranty, it will cease using the
Software immediately and notify Licensor or its local sales partner in writing
of the defect and provide sufficient supporting documentation within the period
for notifying defects. Such period for notifying defects is ninety (90) days
from the date of delivery of the data carrier medium (for a defect in the data
carrier medium) and one (1) year from the date of delivery of the Software (for
a defect in the Software). The written supporting documentation relating to the
defect will be sufficient if it permits the defect detected by Licensee to be
capable of reproduction by Licensor. Licensee will annex the relevant purchase
receipt so that Licensor can determine compliance with the periods for notifying
defects. Licensee will not carry out modifications or repairs itself or permit
such modifications or repairs to be carried out by unauthorized third parties.
If requested by Licensor, Licensee will support Licensor in the analysis of the
causes and conditions giving rise to the defect, as well as in the development
and testing of correction codes or a work-around solution.
Warranty exclusive. Licensee’s sole remedy for Software defects is set forth in
the foregoing express warranty. The Software is licensed with its current
features “as is” and with no warranty or guarantee of whatever nature, other
than the foregoing express warranty. Such express warranty is in lieu of all
other warranties, express or implied, either in fact or by operation of law,
statutory or otherwise, including warranties, terms or conditions of
merchantability, fitness for a particular purpose, satisfactory quality and
non-infringement, all of which are expressly disclaimed. Licensee acknowledges
that Licensor’s sales partner or dealers are not allowed to provide any
warranty, guarantee or assurance with regard to the use, suitability, or results
of use of the Software, or with regard to the precision, accuracy or reliability
thereof, and any such warranty, guarantee or assurance is of no effect. It shall
be the responsibility of Licensee to select the Software that fulfils its
requirements. Licensee shall bear the full risk for the performance of and
results achieved by the Software and for its suitability for the use that
Licensee has planned for it, even when Licensor has been informed of the planned
use of the Software.
Licensor shall be relieved of its obligations under the foregoing express
warranty to the extent that any defect is caused by circumstances for which it
is not responsible, including, without limitation, (a) non-compliance with the
conditions of use and operation contained in the Product description or the
documentation; (b) non-compliance with the provisions of this License Agreement;
(c) unauthorized modifications to or interference with the Software by Licensee
or third parties; (d) errors in the operation of the Software by Licensee or by
third-party staff; (e) influences from systems or programs that have not been
supplied by Licensor; or (f) use on a computer facility other than the Specified
Computer Facility.
In the event that Licensor is not responsible for a defect pursuant to these
warranty provisions or that Licensor incurs additional expenditure as a result
of the failure of Licensee to comply fully with its obligations under this
Section 3 (including, without limitation, its obligation to support and provide
documentation to Licensor), Licensor shall have the right to charge Licensee for
the costs that it incurs for the analysis and rectification of the defect
according to the time and materials required and in accordance with the
applicable rates charged by Licensor at the time.

4 INTELLECTUAL PROPERTY RIGHTS

Licensee shall hold only those rights to the Software that are expressly
described in Section 2 of this License Agreement. As between Licensor and
Licensee, any other rights with regard to the Software, including without
limitation, ownership rights and patent, copyright, trademark, trade secret and
other intellectual property rights, shall remain the sole property of Licensor.
Licensee will not remove from the Software any references to copyrights,
trademarks or other ownership rights, or cover up or alter any such references.
Licensee will take all reasonable steps to prevent any unauthorized use,
reproduction, sale, or publication of the Software or the unauthorized provision
of access thereto. Licensee will indemnify and hold harmless Licensor from any
losses, damages, claims and expenses (including, without limitation, reasonable
legal expenses) relating to any infringement of the rights of Licensor caused by
Licensee, Licensee’s breach of this License Agreement or Licensee’s use of the
Software in a manner not authorized under this License Agreement.
In the event that Licensee faces legal proceedings based on the allegation that
Licensee’s use of a valid, unmodified version of the Software in accordance with
the terms and conditions of this License Agreement infringes an existing
intellectual property right in Switzerland, the European Union, Japan, the USA
or in any other countries where Licensor sells the Software, or that such use
constitutes unfair competition, Licensor shall defend any such proceedings at
its own expense, provided that Licensee has informed Licensor immediately in
writing of the proceedings raised, has granted Licensor a Power of Attorney
authorizing it to conduct and settle the legal proceedings, and, if requested by
Licensor, has provided Licensor with reasonable support in the defense of such
proceedings.
In the event that, in the sole opinion of Licensor, the valid, unmodified
version of the Software could infringe the intellectual property rights of third
parties, it shall at its own exclusive discretion (a) either obtain
authorization from such third party for the continued use of the Software by
Licensee, (b) replace the Software, (c) modify it in such a manner that there is
no longer any infringement of intellectual property rights, or (d) if the
foregoing measures are not within the bounds of what is reasonably possible,
terminate this License Agreement effective immediately and refund to Licensee a
portion of the license fees paid (after deduction of an appropriate payment for
the use already made of the Software by Licensee).
Notwithstanding the foregoing, Licensor shall be relieved of its obligations
under the prior two paragraphs of this Section 4 if the infringement claim is
based on the allegation or fact that the Software (a) has been modified by
Licensee, or (b) is being used with other programs or data and such combination
has led to an infringement of a third-party right, (c) has been used on a
computer facility other than the Specified Computer Facility, or (d) has been
used and operated under conditions other than those specified in the Product
description.

5 LIMITATION OF LIABILITY

To the extent permitted under applicable law, Licensor shall not be liable for
any direct, indirect or consequential loss or damage, including, without
limitation, loss of income, loss of business profits or loss of contracts,
unrealized cost reductions, loss of data, business interruption, or increased
costs on the part of Licensee or any other financial losses, that result from or
in connection with the purchase, license, use, breakdown or interruption of
operation of the Software. The foregoing limitation of liability shall also
apply in the event that Licensor has been notified of the possibility of such
losses being incurred. Licensor shall be liable only for loss or damage caused
by Licensor’s gross negligence or willful misconduct. This limitation of
liability shall apply to all claims for loss and damage irrespective of their
legal grounds, including, without limitation, claims based on tort, contract,
pre- contract or quasi-contract. This limitation of liability shall also apply
to any officers, directors or employees of Licensor, or any representatives or
agents of Licensor or licensors of Third-Party Software that are involved in the
development, marketing or supply of the Software.
It shall be the exclusive duty of Licensee to ensure that it and its staff
possess the required knowledge to properly install and use the Software.
Licensor shall not be liable for problems and defects that arise from
insufficient knowledge or learning on the part of the users of the Software.

6 EXCLUSION OF OTHER ASSURANCES

Licensee hereby agrees that no verbal or written assurances, declarations,
statements, recommendations or advertising messages have been made by Licensor,
its employees, sales partners, agents, dealers or downstream distributors that
could give rise to an amendment or extension of the foregoing warranties and
limitation of liability. Licensee is hereby given notice that none of the
forenamed persons is authorized by Licensor to make any such amendments or to
provide any such assurances.

7 DURATION AND TERMINATION

This License Agreement shall come into force on the agreement of Licensee to the
provisions hereof and shall remain in force for the term indicated in the
Purchase Order.
In addition to any other right of termination provided in this License
Agreement, each party shall be entitled to terminate this License Agreement at
any time with immediate effect:
a) in the event of a material violation of a contractual duty by the other
party, including, without limitation, default in payment of the license fee, if
the party in breach does not remedy such violation within forty-five (45) days
after being served with a notice in writing;
b) is unable to pay its debts, or becomes insolvent, or is subject to an order
or a resolution for its liquidation, administration, winding-up or dissolution
(otherwise than for the purposes of a solvent amalgamation or reconstruction),
or has an administrative or other receiver, manager, trustee, liquidator,
administrator or similar officer appointed over all or any substantial part of
its assets, or enters into or proposes any composition or arrangement with its
creditors generally, or is subject to any analogous event or proceeding in any
applicable jurisdiction.
On any termination of this License Agreement, all rights of use of the Software
held by Licensee shall expire. Within thirty (30) days from the date of
termination of the License Agreement Licensee will return to Licensor or destroy
(and confirm such destruction in writing to Licensor) the Software and all
copies or partial copies thereof that have been made, as well as all modified
parts of the Software or interfacing parts linking to other programs or data
systems, and to the extent available, all security devices.

8 IMPORT, EXPORT AND USE OF THE SOFTWARE

Licensee shall be exclusively responsible for ensuring compliance with the
relevant legislation relating to its rights to import, export or use the
Software.

9 GENERAL PROVISIONS

If any term or provision of this License Agreement shall be or shall become
invalid or unenforceable for any reason, such term or provision shall be
ineffective to the extent of such invalidity or unenforceability without
invalidating the remaining terms and provisions hereof, provided, however, that
the parties shall replace any such invalid or unenforceable provision by a valid
and enforceable provision as comes nearest to the original provision in economic
impact and intent. This License Agreement may be modified only in writing,
signed by an authorized officer of Leica Geosystems. This is the entire
agreement between Leica Geosystems and Licensee regarding the Software and it
supersedes any prior representation, discussions, undertakings, communications
or advertising relating to the Software.

10 THIRD-PARTY BENEFICIARY

The parties expressly agree that each subsidiary of Leica Geosystems, including
the entity from whom Licensee purchased the Product (if the Product is not the
Software itself), is a third-party beneficiary of this Software License
Agreement, and, without limiting the foregoing, such subsidiaries shall have all
defenses available to Leica Geosystems under this Software License Agreement.

11 GOVERNING LAW AND PLACE OF JURISDICTION

This Agreement shall be governed by the laws of Switzerland, excluding all
conflicts of laws principles and excluding the United Nations Convention on
Contracts for the International Sale of Goods. The ordinary courts at the
headquarters of Leica Geosystems AG in Balgach, Switzerland shall have
jurisdiction. Licensor shall, in its sole discretion, also have the right to
invoke the courts of law having jurisdiction at the domicile or place of
business of Licensee.

RESTRICTED RIGHTS

Contract No. N00024-97-H-4204
Contractor Name Cyra Technologies, Inc.
(Subcontractor to Spatial Integrated Systems)

Contractor Address 4550 Norris Canyon Road, San Ramon, CA 94583

The Government's rights to use, modify, reproduce, release, perform, display, or
disclose this software are restricted by paragraph (b)(3) of the Rights in
Noncommercial Computer Software and Noncommercial Computer Software
Documentation clause contained in the above identified contract. Any
reproduction of computer software or portions thereof marked with this legend
must also reproduce the markings. Any person, other than the Government, who has
been provided access to such software must promptly notify the above-named
Contractor. This license will be governed by the laws of the State of California
as applied to transactions taking place wholly within California between
California residents.

Leica Geosystems AG
Heinrich-Wild-Strasse 201
CH - 9435 Heerbrugg
(Switzerland)
Heerbrugg, 12 May 2020




LEICA GEOSYSTEMS SOFTWARE LICENSING AGREEMENT:
INTEGRATED AND RESALE SOFTWARE SUPPLEMENTAL TERMS

*Please read these License Agreement Supplemental Terms thoroughly before using
the Software*

These Integrated and Resale Software Supplemental Terms (“Supplemental Terms”)
are attached to and incorporated in the Leica Geosystems Software License
Agreement (“License Agreement”) between Customer (“Licensee”) and Leica
Geosystems AG (“Leica Geosystems” or “Licensor”). These Supplemental Terms
together with the License Agreement and other applicable agreements form the
agreement between Licensor and Licensee (“Agreement”). All capitalised terms
used in these Supplemental Terms that are not defined herein have the same
meaning as set forth in the License Agreement.

1 DEFINITIONS

“Data” means any electronic data, text, messages, communications, documents,
photos or other materials submitted to and stored within the Services by Leica,
its Authorised Resellers, its Affiliates, or Licensee or an End-User in
connection with the use of the Services.
“End-User” means an entity or person who uses one or more of the Third-Party
Software for or on behalf of Licensee.
“Services” means cloud-based software solutions.


2 THIRD-PARTY SOFTWARE

In addition to the terms and conditions set forth in the License Agreement,
these Supplemental Terms govern Licensee’s use of the following third-party
software integrated or resold by Licensor (“Third-Party Software”): See list at
https://leica-geosystems.com/about-us/compliance-standards/legal-documents.

3 USE

Licensor grants to Licensee a non-exclusive, non-transferable,
non-sublicensable, and non-assignable right to use the Third-Party Software as
part of the Software for its internal business operations under the terms stated
in the License Agreement and these Supplemental Terms. To the extent there is
any conflict or inconsistency between the provisions of the License Agreement
and the Supplemental Terms, or to the extent the Supplemental Terms address
matters not addressed in the License Agreement, the provisions of these
Supplemental Terms shall take priority and govern solely with respect to the
Third-Party Software.

4 NO COPIES

Licensee shall not copy the Third-Party Software except: (i) as necessary to
read the Third-Party Software from the media into the memory of a computer
solely for the purpose of executing it on a single machine (whether a
stand-alone computer or a workstation component of a multi-terminal system), or
(ii) to create an archival copy. All such copies of the Third-Party Software
shall contain the same proprietary notices which appear on and in the
Third-Party Software. Licensee shall not install, access, or otherwise copy or
use the Third-Party Software except as expressly authorized by these
Supplemental Terms.

5 RESTRICTIONS

Licensee shall not: (i) modify, adapt, translate, reverse engineer, decompile,
or disassemble the Third-Party Software or any part thereof; (ii) modify,
translate, adapt, arrange, or create derivative works based on the Third-Party
Software for any purpose; (iii) remove, modify or hide or otherwise make
unreadable or non-viewable any proprietary notice, label, legend, advice,
watermark, trademark, service mark, or other designation contained on the
Third-Party Software, any component thereof, documentation, or output therefrom;
(iv) distribute copies of the Third-Party Software to any third party,
including, without limitation, to test, gift, rent, lease, loan, or sublicense
the Third-Party Software to any third party; (v) install or access, or allow the
installation or access to, the Third-Party Software in a virtual server
environment or over the Internet, including, without limitation, use in
connection with a Web hosting or similar service, or make the Third-Party
Software available to any third party via the Internet or otherwise; (vi) use or
export the Third-Party Software outside of the country of purchase for any
reason; (vii) use or permit the use of the Third-Party Software in violation of
any U.S. Federal, state, or local laws or regulations or any foreign law or
regulation, including but not limited to export control laws; (viii) attempt to
circumvent or disable the security key mechanism that protects the Third-Party
Software against unauthorized use (except and only to the extent that applicable
law prohibits or restricts such restrictions); (ix) publicly disseminate
performance information or analysis (including, without limitation, benchmarks)
from any source relating to the Third-Party Software; or (x) publish any results
of benchmark tests run on the Third-Party Software. Licensee acknowledges and
consents to the Software automatically connecting to the Internet and
communicating with Licensor and/or its designated third parties connected with
the development and/or the validation of the Software and the enforcement of
licensing terms set out in this Agreement, to enable Licensor and its designated
third parties to maintain, process and use an End-User’s IP address, location,
technical, diagnostic, usage, licensing, and related information, which
information will be processed in accordance with the terms of this License
Agreement and the use, privacy, and data processing policies viewable at
https://leica-geosystems.com/global/privacy-policy.

6 TITLE

Title to and ownership of the intellectual property rights associated with the
Third-Party Software and any copies remain with the Third-Party Software
suppliers identified in Section 2 and their licensors/suppliers.

7 DISCLAIMERS

a. Disclaimer of Warranties. THE THIRD-PARTY SOFTWARE IS PROVIDED “AS IS.”
NEITHER LICENSOR NOR ITS SUPPLIERS MAKE ANY OTHER WARRANTIES, CONDITIONS OR
UNDERTAKINGS, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT
LIMITED TO WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, OR NONINFRINGEMENT. LICENSEE MAY HAVE OTHER STATUTORY RIGHTS; HOWEVER,
TO THE FULL EXTENT PERMITTED BY LAW, THE DURATION OF STATUTORILY REQUIRED
WARRANTIES, IF ANY, SHALL BE LIMITED TO THE SHORTEST PERIOD PERMITTED BY LAW.
LICENSOR MAKES NO WARRANTIES WITH RESPECT TO ANY THIRD-PARTY COMPONENTS OF THE
THIRD-PARTY SOFTWARE.
b. Warnings; Additional Disclaimers. THE THIRD-PARTY SOFTWARE IS A TOOL INTENDED
TO BE USED BY TRAINED PROFESSIONALS ONLY, AND ANY OUTPUT OF THE THIRD-PARTY
SOFTWARE (INCLUDING WITHOUT LIMITATION COMPARISONS OF A PRODUCT’S FIELD SCANS
WITH MODELS) MUST BE ANALYZED BY SUCH TRAINED PROFESSIONALS BEFORE MAKING ANY
DECISIONS. THE THIRD-PARTY SOFTWARE IS NOT A SUBSTITUTE FOR PROFESSIONAL
JUDGMENT OR INDEPENDENT TESTING, WHETHER REQUIRED OF LICENSEE OR OTHERWISE. DUE
TO THE LARGE VARIETY OF POTENTIAL APPLICATIONS FOR THE THIRD-PARTY SOFTWARE, THE
THIRD-PARTY SOFTWARE HAS NOT BEEN TESTED IN ALL SITUATIONS UNDER WHICH IT MAY BE
USED. ANY USE BY LICENSEE OF (I) THE THIRD-PARTY SOFTWARE OR (II) ANY OUTPUT OF
THE THIRD-PARTY SOFTWARE IS SOLELY AT LICENSEE’S OWN RISK AND LICENSOR AND ITS
SUPPLIERS WILL HAVE NO LIABILITY FOR SUCH USE. LICENSEE IS SOLELY RESPONSIBLE
FOR THE ACCURACY OF ALL FIELD SCANS AND MODELS. THE LICENSORS OF THE MODELING
PROGRAMS MAY CHANGE THE MODELING PROGRAMS SO THAT THEY ARE NO LONGER COMPATIBLE
WITH THE THIRD-PARTY SOFTWARE, AND LICENSOR AND ITS SUPPLIERS WILL HAVE NO
RESPONSIBILITY FOR ANY INABILITY TO USE THE THIRD-PARTY SOFTWARE DUE TO A CHANGE
IN THE MODELING PROGRAM. LICENSEE IS RESPONSIBLE FOR THE SUPERVISION,
MANAGEMENT, AND CONTROL OF THE THIRD-PARTY SOFTWARE. THIS RESPONSIBILITY
INCLUDES, BUT IS NOT LIMITED TO, THE DETERMINATION OF APPROPRIATE USES FOR THE
THIRD-PARTY SOFTWARE AND THE SELECTION OF THE THIRD-PARTY SOFTWARE AND OTHER
PROGRAMS TO ACHIEVE INTENDED RESULTS. THE THIRD-PARTY SOFTWARE IS NOT FAULT
TOLERANT AND IS NOT DESIGNED, MANUFACTURED OR INTENDED FOR USE IN LIFE SUPPORT,
MEDICAL, EMERGENCY, MISSION CRITICAL OR OTHER STRICT LIABILITY OR HAZARDOUS
ACTIVITIES (“HIGH RISK ACTIVITIES”). LICENSOR AND ITS SUPPLIERS EACH
SPECIFICALLY DISCLAIM ANY EXPRESS OR IMPLIED WARRANTY OF FITNESS FOR HIGH RISK
ACTIVITIES. LICENSEE REPRESENTS AND WARRANTS THAT ITS END USER(S) WILL NOT USE
THE THIRD-PARTY SOFTWARE (OR PERMIT IT TO BE USED) FOR HIGH RISK ACTIVITIES AND
AGREE THAT LICENSOR AND ITS SUPPLIERS WILL HAVE NO LIABILITY FOR USE OF THE
THIRD-PARTY SOFTWARE IN HIGH RISK ACTIVITIES. LICENSEE SHALL INDEMNIFY, DEFEND,
AND HOLD HARMLESS LICENSOR AND ITS SUPPLIERS FOR ANY CLAIMS, DAMAGES,
LIABILITIES OR OTHER LOSSES RESULTING FROM SUCH USE.


8 INDEMNIFICATION

LICENSEE SHALL INDEMNIFY, DEFEND, AND HOLD HARMLESS LICENSOR, ITS DISTRIBUTORS,
LICENSORS, AND SUPPLIERS, AND THEIR RESPECTIVE AGENTS, OFFICERS, MANAGERS,
EMPLOYEES, AND MEMBERS FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, SUITS,
JUDGMENTS AND EXPENSES (INCLUDING REASONABLE LEGAL FEES AND EXPENSES) ARISING
OUT OF OR RELATING TO: (A) A BREACH BY LICENSEE OF ITS OBLIGATIONS UNDER THE
LICENSE AGREEMENT OR THESE SUPPLEMENTAL TERMS; (B) ANY VIOLATION OF ANY LAW,
REGULATION, OR THIRD-PARTY RIGHTS; AND/OR (C) INTELLECTUAL PROPERTY
MISAPPROPRIATION OR INFRINGEMENT CLAIMS BY ANY THIRD PARTY BASED ON, OR RELATING
TO, LICENSEE’S USE OF THE THIRD-PARTY SOFTWARE. LICENSEE SHALL GIVE LICENSOR
PROMPT NOTICE OF SUCH CLAIMS AND PERMIT LICENSOR TO CONTROL THE DEFENSE OR
SETTLEMENT THEREOF.

9 RETURN OF COPIES

Upon termination of the License Agreement for the Software and Third-Party
Software, Licensee shall discontinue use and destroy or return to Licensor all
copies of the Third-Party Software and related Documentation.

10 LIMITATION OF LIABILITY

a. NEITHER LICENSOR NOR LICENSOR’S SUPPLIERS AND/OR DISTRIBUTORS SHALL BE LIABLE
FOR ANY LOSS OF USE, LOST DATA, FAILURE OF SECURITY MECHANISMS, INTERRUPTION OF
BUSINESS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY
KIND (INCLUDING LOST PROFITS), REGARDLESS OF THE FORM OF ACTION, WHETHER IN
CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF
INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE.
b. NOTWITHSTANDING ANY OTHER PROVISION OF THE LICENSE AGREEMENT, LICENSOR’S AND
LICENSOR’S SUPPLIERS’ AND/OR DISTRIBUTORS’ ENTIRE LIABILITY TO LICENSEE UNDER
THE LICENSE AGREEMENT AND THESE SUPPLEMENTAL TERMS SHALL NOT EXCEED THE AMOUNT
ACTUALLY PAID BY LICENSEE TO LICENSOR FOR THE SOFTWARE UNDER THE LICENSE
AGREEMENT

11 THIRD PARTY BENEFICIARY

Third-Party Software suppliers identified in Section 2 are intended third party
beneficiaries of Licensor’s rights under the License Agreement and these
Supplemental Terms.


Heerbrugg, 12 May 2020
Leica Software Licensing Agreement – Terrestrial Laser Scanning
www.leica-geosystems.com
Leica Geosystems AG
Heinrich-Wild-Strasse
CH-9435 Heerbrugg
Switzerland
Phone +41 71 727 31 31


LEICA GEOSYSTEMS


SOFTWARE LICENSE AGREEMENT

PLEASE READ THE FOLLOWING TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT (THE
“LICENSE AGREEMENT”) CAREFULLY BEFORE USING THIS PRODUCT (AS DEFINED IN SECTION
1). THE PRODUCT INCLUDES SOFTWARE, WHICH LEICA GEOSYSTEMS WILL LICENSE TO YOU
FOR USE ONLY IN THE MANNER DETAILED BELOW. YOU MUST NOT INSTALL OR USE THE
SOFTWARE UNLESS YOU HAVE READ AND ACCEPTED THE TERMS AND CONDITIONS HEREIN; BY
PROCEEDING WITH THE INSTALLATION OR THE USE OF THE SOFTWARE OR ANY PART THEREOF,
YOU SHALL BE DEEMED TO HAVE AGREED TO ALL THE TERMS AND CONDITIONS OF THE
LICENSE, THE WARRANTY, THE LIMITATION OF LIABILITY AND THE OTHER PROVISIONS OF
THIS LICENSE AGREEMENT, INCLUDING ANY SUPPLEMENTAL TERMS PROVIDED.
IN THE EVENT THAT YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS LICENSE
AGREEMENT, YOU SHALL NOT BE PERMITTED TO USE THE SOFTWARE, AND YOU MUST RETURN
THE UNUSED SOFTWARE TOGETHER WITH ITS ACCOMPANYING DOCUMENTATION AND THE
PURCHASE RECEIPT TO THE DEALER FROM WHOM YOU PURCHASED THE PRODUCT WITHIN TEN
(10) DAYS OF PURCHASE TO OBTAIN A FULL REFUND OF THE PURCHASE PRICE.
THIS SOFTWARE MAY INCLUDE PRODUCT ACTIVATION AND OTHER TECHNOLOGY DESIGNED TO
PREVENT UNAUTHORIZED USE AND COPYING OR TO PROVIDE TECHNICAL OR SUPPORT SERVICES
REMOTELY BY LEICA GEOSYSTEMS OR ITS AUTHORIZED RESELLER OR THIRD PARTY. THIS
TECHNOLOGY MAY CAUSE YOUR COMPUTER OR DEVICE TO AUTOMATICALLY CONNECT TO THE
INTERNET. ADDITIONALLY, ONCE CONNECTED, THE SOFTWARE MAY TRANSMIT YOUR SERIAL
NUMBER/LICENSE NUMBER TO LEICA GEOSYSTEMS AND IN DOING SO MAY PREVENT USES OF
THE SOFTWARE WHICH ARE NOT PERMITTED; ALSO, THE SOFTWARE MAY TRANSMIT OTHER
SUPPORT-RELATED INFORMATION, SUCH AS CONFIGURATIONS, USAGE STATISTICS, OR ALLOW
OR PUSH DOWNLOADS OF UPDATES TO PRODUCT SOFTWARE.

1 DEFINITIONS

“Integrated and Resale Software Supplemental Terms (“Supplemental Terms”)” shall
mean, if applicable, the terms and conditions attached to this License
Agreement, which are incorporated by reference herein and that, together with
this License Agreement, govern Licensee’s use of specified Third-Party Software.
To the extent there is any conflict or inconsistency between the provisions of
this License Agreement and the Supplemental Terms, the provisions of the
Supplemental Terms shall take priority and govern solely with respect to the
Third-Party Software;
“Patches” shall mean the fixing of a programming error (bug) or of a wrong
behavior of the Software or the related Software code.
“Product” shall mean (a) the Leica Geosystems instrument you have purchased for
use with the Software, if any, or (b) the Software itself, if you have licensed
the Software on a stand-alone basis.
“Purchase Agreement” shall mean the purchase order, agreement or other document
pursuant to which you purchased the Product.
“Software” shall, depending on the case, mean the Leica Geosystems software and
Third-Party Software, and the related documentation (in electronic or in paper
form), (a) that is supplied to you on a data carrier medium, or (b) that is
pre-installed on the Product (if the Product is not the Software itself), or (c)
that can be downloaded by you online pursuant to prior authorization from Leica
Geosystems.
“Specifications” shall mean the functionality of the Software as described in
the Product description and the help functions, if any, provided in electronic
or in paper form by Leica Geosystems in conjunction with the Software.
“Specified Computer Facility” shall mean the computer or server environment
defined in the Product description that is required for the proper functioning
of the Software.
“Third-Party Software” shall mean, if applicable, third-party software specified
in the Supplemental Terms, which has been integrated with the Software and/or
Product or resold by Leica Geosystems;
“Updates” shall mean software that corrects faults in the Software or
Third-Party Software or that, pursuant to no obligation hereunder, enhances the
functionality of the Software or Third-Party Software by providing additional
functions or any other increases in performance.

2 SCOPE OF THE LICENSE

Leica Geosystems AG, Heinrich-Wild-Strasse, CH-9435 Heerbrugg, Switzerland
(alternatively, the "Licensor" or “Leica Geosystems”) hereby grants to you (the
"Licensee"), subject to payment of the applicable license fee and to continuous
compliance with all the provisions hereinafter and in the Supplemental Terms,
the non-exclusive, non-transferable, non-sublicensable, and non-assignable right
to use in the manner set forth herein the Software on one (1) application,
unless the number of permitted applications is otherwise agreed upon in the
Purchase Agreement. The use of the Software for a purpose other than as licensed
herein shall not be permitted.
The foregoing license is limited as follows:
(a) the Software will be used only on such permitted number of applications and
in a mechanically readable form;
(b) the Software will as a whole or in part be installed, saved and run only on
the Specified Computer Facility in accordance with the installation instructions
of Licensor; and
(c) one (1) copy of the Software may be made exclusively for security and
archiving purposes, provided that such copy carries a comprehensive copyright
notice together with all additional references to the rights of Licensor to the
Software and the designation of the original version.
In the event that the Software is an update or an additional module for an
already licensed system, instrument or facility, Licensee may make only as many
copies as previously authorized by Licensor. Certain Software supplied by
Licensor may contain a special program that regulates and monitors the number of
simultaneous users of the Software in a network environment together with the
number of the licensed copies of the Software, excluding back-up copies (the
“Special Program”). Licensee hereby consents to the inclusion and operation of
such Special Program and to the use of other security devices in connection with
the Software and Licensee shall be prohibited from circumventing,
reverse-engineering or copying such Special Program or any other security
devices.
Licensee will use the Software only in the manner permitted under the foregoing
license and will not (a) alter the Software or any part thereof in any manner
(including, without limitation, through modifications, adaptations,
translations, or second-hand versions.), (b) decompile the Software or any part
thereof, (c) reverse-engineer or disassemble the Software or any part thereof or
manipulate the Software in any other way into a form that persons can read, (d)
transfer the Software or any part thereof to another operating system, (e) pass
on the Software or any part thereof to a third party or make it available to a
third party in any other manner (including, without limitation, for testing or
by gift, lease, loan or sublicense, or via a service bureau) without the prior
written consent of Licensor, (f) use the Software or any part thereof on a
computer facility other than the Specified Computer Facility, or on more than
one work station, on networks, on a client server system or on mobile additional
instruments without the prior written consent of Licensor, (g) remove, alter, or
obscure any proprietary notices, labels, or marks from the Software, (h) use any
equipment, device, software, or other means designed to circumvent or remove any
form of copy protection used by Leica Geosystems in connection with the
Software, or use the Software together with any authorization code, serial
number, or other copy-protection device not supplied by Leica Geosystems
directly or through an authorized distributor; or (i) use any equipment, device,
software, or other means designed to circumvent or remove any usage
restrictions, or to enable functionality disabled by Leica Geosystems.
Installation, access, and continued use of the Software may require an
entitlement number. Registration may be required for certain features or before
an entitlement number is issued by Leica Geosystems. Licensee agrees that Leica
Geosystems may use data and information provided by Licensee, an authorized
reseller, or any other third party acting on behalf of Licensee in connection
with the purchase of the software license to register the Software. Licensee
agrees to provide Leica Geosystems, an authorized reseller, or any other third
party acting on Licensee’s behalf with accurate and current registration
information, and Licensee further agrees to maintain and update this
registration information through customer data registration processes that may
be provided by Leica Geosystems. By installing and using the Software, Licensee
consents to Leica Geosystems using any personal information provided at
registration, or updated thereafter, to issue entitlement numbers, to manage
Leica Geosystems’ relationship with Licensee (including automating the issuance
of entitlement numbers for future purchases), and to otherwise use any such
personal information in conformance with its privacy policy, if applicable,
which is available at https://leica-geosystems.com/global/privacy-policy.
The activation security mechanisms may disable the Software if Licensee attempts
without Leica Geosystems’ consent or authorization to transfer it to another
computer or device, if the date-setting mechanisms on the computer or device is
tampered with, if Licensee uses the Software past an applicable evaluation
period or limited term, or if Licensee undertakes certain other actions that may
offset the security mode.
This Software may cause the Specified Computer Facility to automatically connect
to the Internet and to communicate with Leica Geosystems and or with third
parties connected with the development and/or the validation of the Software.
Except for the Third-Party Software specified in the Supplemental Terms, this
Software license does not cover or include the use of third-party software.
Licensee’s right to use any such other third -party software shall be governed
by the provisions set forth by such third party.
This Software license shall also apply to Open Source Software (OSS). In case of
conflict with the terms of this Software License Agreement, the terms of the
respective OSS license agreement shall govern.

3 WARRANTY

Express Warranty. Licensor warrants to the original Licensee that (a) the data
carrier medium on which the Software is stored shall be free from defects in
workmanship and material at the time of delivery to Licensee, and (b) for the
warranty period specified in the relevant Purchase Order, the Software (but not
Updates) shall function in material accordance with the Specifications, provided
the Software is used in the manner permitted in the foregoing license, on the
Specified Computer Facility and in accordance with the conditions of
installation, use and operation set forth in the Product description. Licensor
does not warrant that the Software will be free of defects, run without
interruption, meet the expectations of Licensee, or function in combination with
the hardware or software products of third parties, or that all program errors
will be corrected. In addition to the foregoing, in order for a defect in the
Software to be sufficiently material so as to violate the warranty set forth in
subsection (b), above, of this paragraph, the defect must cause the Software -
while being used in the manner permitted in the foregoing license - to function
in a way so divergent from the Specifications that it is unsuitable for the
purpose described in the Product description. Furthermore, if the required
functionality can be achieved by the Licensee indirectly (through a so called
“work-around”), then the applicable impairment shall not constitute a defect
giving rise to duties under the foregoing warranty. Licensor’s sole obligation
under the foregoing warranty shall be, at Licensor’s sole option and expense, to
either (a) replace the data carrier and/or the Software, so as to materially
conform with the Specifications (including, without limitation, replacement with
a more recent version or equivalent software); or (b) repair the Software by
providing correction codes, work-around solutions and/or Updates, including
updated documentation and other documents; or (c) terminate this License
Agreement and refund all license fees received following the return of the
Software in accordance with Section 7 below. The foregoing warranty will apply
to any replaced data carriers and Software until expiry of the original warranty
period.
The costs and risk of any delivery of Software to the service point nominated by
Licensor shall be borne by Licensee.
Obtaining warranty service. If Licensee detects a defect in the Software that
may give rise to a duty under the foregoing warranty, it will cease using the
Software immediately and notify Licensor or its local sales partner in writing
of the defect and provide sufficient supporting documentation within the period
for notifying defects. Such period for notifying defects is ninety (90) days
from the date of delivery of the data carrier medium (for a defect in the data
carrier medium) and one (1) year from the date of delivery of the Software (for
a defect in the Software). The written supporting documentation relating to the
defect will be sufficient if it permits the defect detected by Licensee to be
capable of reproduction by Licensor. Licensee will annex the relevant purchase
receipt so that Licensor can determine compliance with the periods for notifying
defects. Licensee will not carry out modifications or repairs itself or permit
such modifications or repairs to be carried out by unauthorized third parties.
If requested by Licensor, Licensee will support Licensor in the analysis of the
causes and conditions giving rise to the defect, as well as in the development
and testing of correction codes or a work-around solution.
Warranty exclusive. Licensee’s sole remedy for Software defects is set forth in
the foregoing express warranty. The Software is licensed with its current
features “as is” and with no warranty or guarantee of whatever nature, other
than the foregoing express warranty. Such express warranty is in lieu of all
other warranties, express or implied, either in fact or by operation of law,
statutory or otherwise, including warranties, terms or conditions of
merchantability, fitness for a particular purpose, satisfactory quality and
non-infringement, all of which are expressly disclaimed. Licensee acknowledges
that Licensor’s sales partner or dealers are not allowed to provide any
warranty, guarantee or assurance with regard to the use, suitability, or results
of use of the Software, or with regard to the precision, accuracy or reliability
thereof, and any such warranty, guarantee or assurance is of no effect. It shall
be the responsibility of Licensee to select the Software that fulfils its
requirements. Licensee shall bear the full risk for the performance of and
results achieved by the Software and for its suitability for the use that
Licensee has planned for it, even when Licensor has been informed of the planned
use of the Software.
Licensor shall be relieved of its obligations under the foregoing express
warranty to the extent that any defect is caused by circumstances for which it
is not responsible, including, without limitation, (a) non-compliance with the
conditions of use and operation contained in the Product description or the
documentation; (b) non-compliance with the provisions of this License Agreement;
(c) unauthorized modifications to or interference with the Software by Licensee
or third parties; (d) errors in the operation of the Software by Licensee or by
third-party staff; (e) influences from systems or programs that have not been
supplied by Licensor; or (f) use on a computer facility other than the Specified
Computer Facility.
In the event that Licensor is not responsible for a defect pursuant to these
warranty provisions or that Licensor incurs additional expenditure as a result
of the failure of Licensee to comply fully with its obligations under this
Section 3 (including, without limitation, its obligation to support and provide
documentation to Licensor), Licensor shall have the right to charge Licensee for
the costs that it incurs for the analysis and rectification of the defect
according to the time and materials required and in accordance with the
applicable rates charged by Licensor at the time.

4 INTELLECTUAL PROPERTY RIGHTS

Licensee shall hold only those rights to the Software that are expressly
described in Section 2 of this License Agreement. As between Licensor and
Licensee, any other rights with regard to the Software, including without
limitation, ownership rights and patent, copyright, trademark, trade secret and
other intellectual property rights, shall remain the sole property of Licensor.
Licensee will not remove from the Software any references to copyrights,
trademarks or other ownership rights, or cover up or alter any such references.
Licensee will take all reasonable steps to prevent any unauthorized use,
reproduction, sale, or publication of the Software or the unauthorized provision
of access thereto. Licensee will indemnify and hold harmless Licensor from any
losses, damages, claims and expenses (including, without limitation, reasonable
legal expenses) relating to any infringement of the rights of Licensor caused by
Licensee, Licensee’s breach of this License Agreement or Licensee’s use of the
Software in a manner not authorized under this License Agreement.
In the event that Licensee faces legal proceedings based on the allegation that
Licensee’s use of a valid, unmodified version of the Software in accordance with
the terms and conditions of this License Agreement infringes an existing
intellectual property right in Switzerland, the European Union, Japan, the USA
or in any other countries where Licensor sells the Software, or that such use
constitutes unfair competition, Licensor shall defend any such proceedings at
its own expense, provided that Licensee has informed Licensor immediately in
writing of the proceedings raised, has granted Licensor a Power of Attorney
authorizing it to conduct and settle the legal proceedings, and, if requested by
Licensor, has provided Licensor with reasonable support in the defense of such
proceedings.
In the event that, in the sole opinion of Licensor, the valid, unmodified
version of the Software could infringe the intellectual property rights of third
parties, it shall at its own exclusive discretion (a) either obtain
authorization from such third party for the continued use of the Software by
Licensee, (b) replace the Software, (c) modify it in such a manner that there is
no longer any infringement of intellectual property rights, or (d) if the
foregoing measures are not within the bounds of what is reasonably possible,
terminate this License Agreement effective immediately and refund to Licensee a
portion of the license fees paid (after deduction of an appropriate payment for
the use already made of the Software by Licensee).
Notwithstanding the foregoing, Licensor shall be relieved of its obligations
under the prior two paragraphs of this Section 4 if the infringement claim is
based on the allegation or fact that the Software (a) has been modified by
Licensee, or (b) is being used with other programs or data and such combination
has led to an infringement of a third-party right, (c) has been used on a
computer facility other than the Specified Computer Facility, or (d) has been
used and operated under conditions other than those specified in the Product
description.

5 LIMITATION OF LIABILITY

To the extent permitted under applicable law, Licensor shall not be liable for
any direct, indirect or consequential loss or damage, including, without
limitation, loss of income, loss of business profits or loss of contracts,
unrealized cost reductions, loss of data, business interruption, or increased
costs on the part of Licensee or any other financial losses, that result from or
in connection with the purchase, license, use, breakdown or interruption of
operation of the Software. The foregoing limitation of liability shall also
apply in the event that Licensor has been notified of the possibility of such
losses being incurred. Licensor shall be liable only for loss or damage caused
by Licensor’s gross negligence or willful misconduct. This limitation of
liability shall apply to all claims for loss and damage irrespective of their
legal grounds, including, without limitation, claims based on tort, contract,
pre- contract or quasi-contract. This limitation of liability shall also apply
to any officers, directors or employees of Licensor, or any representatives or
agents of Licensor or licensors of Third-Party Software that are involved in the
development, marketing or supply of the Software.
It shall be the exclusive duty of Licensee to ensure that it and its staff
possess the required knowledge to properly install and use the Software.
Licensor shall not be liable for problems and defects that arise from
insufficient knowledge or learning on the part of the users of the Software.

6 EXCLUSION OF OTHER ASSURANCES

Licensee hereby agrees that no verbal or written assurances, declarations,
statements, recommendations or advertising messages have been made by Licensor,
its employees, sales partners, agents, dealers or downstream distributors that
could give rise to an amendment or extension of the foregoing warranties and
limitation of liability. Licensee is hereby given notice that none of the
forenamed persons is authorized by Licensor to make any such amendments or to
provide any such assurances.

7 DURATION AND TERMINATION

This License Agreement shall come into force on the agreement of Licensee to the
provisions hereof and shall remain in force for the term indicated in the
Purchase Order.
In addition to any other right of termination provided in this License
Agreement, each party shall be entitled to terminate this License Agreement at
any time with immediate effect:
a) in the event of a material violation of a contractual duty by the other
party, including, without limitation, default in payment of the license fee, if
the party in breach does not remedy such violation within forty-five (45) days
after being served with a notice in writing;
b) is unable to pay its debts, or becomes insolvent, or is subject to an order
or a resolution for its liquidation, administration, winding-up or dissolution
(otherwise than for the purposes of a solvent amalgamation or reconstruction),
or has an administrative or other receiver, manager, trustee, liquidator,
administrator or similar officer appointed over all or any substantial part of
its assets, or enters into or proposes any composition or arrangement with its
creditors generally, or is subject to any analogous event or proceeding in any
applicable jurisdiction.
On any termination of this License Agreement, all rights of use of the Software
held by Licensee shall expire. Within thirty (30) days from the date of
termination of the License Agreement Licensee will return to Licensor or destroy
(and confirm such destruction in writing to Licensor) the Software and all
copies or partial copies thereof that have been made, as well as all modified
parts of the Software or interfacing parts linking to other programs or data
systems, and to the extent available, all security devices.

8 IMPORT, EXPORT AND USE OF THE SOFTWARE

Licensee shall be exclusively responsible for ensuring compliance with the
relevant legislation relating to its rights to import, export or use the
Software.

9 GENERAL PROVISIONS

If any term or provision of this License Agreement shall be or shall become
invalid or unenforceable for any reason, such term or provision shall be
ineffective to the extent of such invalidity or unenforceability without
invalidating the remaining terms and provisions hereof, provided, however, that
the parties shall replace any such invalid or unenforceable provision by a valid
and enforceable provision as comes nearest to the original provision in economic
impact and intent. This License Agreement may be modified only in writing,
signed by an authorized officer of Leica Geosystems. This is the entire
agreement between Leica Geosystems and Licensee regarding the Software and it
supersedes any prior representation, discussions, undertakings, communications
or advertising relating to the Software.

10 THIRD-PARTY BENEFICIARY

The parties expressly agree that each subsidiary of Leica Geosystems, including
the entity from whom Licensee purchased the Product (if the Product is not the
Software itself), is a third-party beneficiary of this Software License
Agreement, and, without limiting the foregoing, such subsidiaries shall have all
defenses available to Leica Geosystems under this Software License Agreement.

11 GOVERNING LAW AND PLACE OF JURISDICTION

This Agreement shall be governed by the laws of Switzerland, excluding all
conflicts of laws principles and excluding the United Nations Convention on
Contracts for the International Sale of Goods. The ordinary courts at the
headquarters of Leica Geosystems AG in Balgach, Switzerland shall have
jurisdiction. Licensor shall, in its sole discretion, also have the right to
invoke the courts of law having jurisdiction at the domicile or place of
business of Licensee.

RESTRICTED RIGHTS

Contract No. N00024-97-H-4204
Contractor Name Cyra Technologies, Inc.
(Subcontractor to Spatial Integrated Systems)

Contractor Address 4550 Norris Canyon Road, San Ramon, CA 94583

The Government's rights to use, modify, reproduce, release, perform, display, or
disclose this software are restricted by paragraph (b)(3) of the Rights in
Noncommercial Computer Software and Noncommercial Computer Software
Documentation clause contained in the above identified contract. Any
reproduction of computer software or portions thereof marked with this legend
must also reproduce the markings. Any person, other than the Government, who has
been provided access to such software must promptly notify the above-named
Contractor. This license will be governed by the laws of the State of California
as applied to transactions taking place wholly within California between
California residents.

Leica Geosystems AG
Heinrich-Wild-Strasse 201
CH - 9435 Heerbrugg
(Switzerland)
Heerbrugg, 12 May 2020




LEICA GEOSYSTEMS SOFTWARE LICENSING AGREEMENT:
INTEGRATED AND RESALE SOFTWARE SUPPLEMENTAL TERMS

*Please read these License Agreement Supplemental Terms thoroughly before using
the Software*

These Integrated and Resale Software Supplemental Terms (“Supplemental Terms”)
are attached to and incorporated in the Leica Geosystems Software License
Agreement (“License Agreement”) between Customer (“Licensee”) and Leica
Geosystems AG (“Leica Geosystems” or “Licensor”). These Supplemental Terms
together with the License Agreement and other applicable agreements form the
agreement between Licensor and Licensee (“Agreement”). All capitalised terms
used in these Supplemental Terms that are not defined herein have the same
meaning as set forth in the License Agreement.

1 DEFINITIONS

“Data” means any electronic data, text, messages, communications, documents,
photos or other materials submitted to and stored within the Services by Leica,
its Authorised Resellers, its Affiliates, or Licensee or an End-User in
connection with the use of the Services.
“End-User” means an entity or person who uses one or more of the Third-Party
Software for or on behalf of Licensee.
“Services” means cloud-based software solutions.


2 THIRD-PARTY SOFTWARE

In addition to the terms and conditions set forth in the License Agreement,
these Supplemental Terms govern Licensee’s use of the following third-party
software integrated or resold by Licensor (“Third-Party Software”): See list at
https://leica-geosystems.com/about-us/compliance-standards/legal-documents.

3 USE

Licensor grants to Licensee a non-exclusive, non-transferable,
non-sublicensable, and non-assignable right to use the Third-Party Software as
part of the Software for its internal business operations under the terms stated
in the License Agreement and these Supplemental Terms. To the extent there is
any conflict or inconsistency between the provisions of the License Agreement
and the Supplemental Terms, or to the extent the Supplemental Terms address
matters not addressed in the License Agreement, the provisions of these
Supplemental Terms shall take priority and govern solely with respect to the
Third-Party Software.

4 NO COPIES

Licensee shall not copy the Third-Party Software except: (i) as necessary to
read the Third-Party Software from the media into the memory of a computer
solely for the purpose of executing it on a single machine (whether a
stand-alone computer or a workstation component of a multi-terminal system), or
(ii) to create an archival copy. All such copies of the Third-Party Software
shall contain the same proprietary notices which appear on and in the
Third-Party Software. Licensee shall not install, access, or otherwise copy or
use the Third-Party Software except as expressly authorized by these
Supplemental Terms.

5 RESTRICTIONS

Licensee shall not: (i) modify, adapt, translate, reverse engineer, decompile,
or disassemble the Third-Party Software or any part thereof; (ii) modify,
translate, adapt, arrange, or create derivative works based on the Third-Party
Software for any purpose; (iii) remove, modify or hide or otherwise make
unreadable or non-viewable any proprietary notice, label, legend, advice,
watermark, trademark, service mark, or other designation contained on the
Third-Party Software, any component thereof, documentation, or output therefrom;
(iv) distribute copies of the Third-Party Software to any third party,
including, without limitation, to test, gift, rent, lease, loan, or sublicense
the Third-Party Software to any third party; (v) install or access, or allow the
installation or access to, the Third-Party Software in a virtual server
environment or over the Internet, including, without limitation, use in
connection with a Web hosting or similar service, or make the Third-Party
Software available to any third party via the Internet or otherwise; (vi) use or
export the Third-Party Software outside of the country of purchase for any
reason; (vii) use or permit the use of the Third-Party Software in violation of
any U.S. Federal, state, or local laws or regulations or any foreign law or
regulation, including but not limited to export control laws; (viii) attempt to
circumvent or disable the security key mechanism that protects the Third-Party
Software against unauthorized use (except and only to the extent that applicable
law prohibits or restricts such restrictions); (ix) publicly disseminate
performance information or analysis (including, without limitation, benchmarks)
from any source relating to the Third-Party Software; or (x) publish any results
of benchmark tests run on the Third-Party Software. Licensee acknowledges and
consents to the Software automatically connecting to the Internet and
communicating with Licensor and/or its designated third parties connected with
the development and/or the validation of the Software and the enforcement of
licensing terms set out in this Agreement, to enable Licensor and its designated
third parties to maintain, process and use an End-User’s IP address, location,
technical, diagnostic, usage, licensing, and related information, which
information will be processed in accordance with the terms of this License
Agreement and the use, privacy, and data processing policies viewable at
https://leica-geosystems.com/global/privacy-policy.

6 TITLE

Title to and ownership of the intellectual property rights associated with the
Third-Party Software and any copies remain with the Third-Party Software
suppliers identified in Section 2 and their licensors/suppliers.

7 DISCLAIMERS

a. Disclaimer of Warranties. THE THIRD-PARTY SOFTWARE IS PROVIDED “AS IS.”
NEITHER LICENSOR NOR ITS SUPPLIERS MAKE ANY OTHER WARRANTIES, CONDITIONS OR
UNDERTAKINGS, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT
LIMITED TO WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, OR NONINFRINGEMENT. LICENSEE MAY HAVE OTHER STATUTORY RIGHTS; HOWEVER,
TO THE FULL EXTENT PERMITTED BY LAW, THE DURATION OF STATUTORILY REQUIRED
WARRANTIES, IF ANY, SHALL BE LIMITED TO THE SHORTEST PERIOD PERMITTED BY LAW.
LICENSOR MAKES NO WARRANTIES WITH RESPECT TO ANY THIRD-PARTY COMPONENTS OF THE
THIRD-PARTY SOFTWARE.
b. Warnings; Additional Disclaimers. THE THIRD-PARTY SOFTWARE IS A TOOL INTENDED
TO BE USED BY TRAINED PROFESSIONALS ONLY, AND ANY OUTPUT OF THE THIRD-PARTY
SOFTWARE (INCLUDING WITHOUT LIMITATION COMPARISONS OF A PRODUCT’S FIELD SCANS
WITH MODELS) MUST BE ANALYZED BY SUCH TRAINED PROFESSIONALS BEFORE MAKING ANY
DECISIONS. THE THIRD-PARTY SOFTWARE IS NOT A SUBSTITUTE FOR PROFESSIONAL
JUDGMENT OR INDEPENDENT TESTING, WHETHER REQUIRED OF LICENSEE OR OTHERWISE. DUE
TO THE LARGE VARIETY OF POTENTIAL APPLICATIONS FOR THE THIRD-PARTY SOFTWARE, THE
THIRD-PARTY SOFTWARE HAS NOT BEEN TESTED IN ALL SITUATIONS UNDER WHICH IT MAY BE
USED. ANY USE BY LICENSEE OF (I) THE THIRD-PARTY SOFTWARE OR (II) ANY OUTPUT OF
THE THIRD-PARTY SOFTWARE IS SOLELY AT LICENSEE’S OWN RISK AND LICENSOR AND ITS
SUPPLIERS WILL HAVE NO LIABILITY FOR SUCH USE. LICENSEE IS SOLELY RESPONSIBLE
FOR THE ACCURACY OF ALL FIELD SCANS AND MODELS. THE LICENSORS OF THE MODELING
PROGRAMS MAY CHANGE THE MODELING PROGRAMS SO THAT THEY ARE NO LONGER COMPATIBLE
WITH THE THIRD-PARTY SOFTWARE, AND LICENSOR AND ITS SUPPLIERS WILL HAVE NO
RESPONSIBILITY FOR ANY INABILITY TO USE THE THIRD-PARTY SOFTWARE DUE TO A CHANGE
IN THE MODELING PROGRAM. LICENSEE IS RESPONSIBLE FOR THE SUPERVISION,
MANAGEMENT, AND CONTROL OF THE THIRD-PARTY SOFTWARE. THIS RESPONSIBILITY
INCLUDES, BUT IS NOT LIMITED TO, THE DETERMINATION OF APPROPRIATE USES FOR THE
THIRD-PARTY SOFTWARE AND THE SELECTION OF THE THIRD-PARTY SOFTWARE AND OTHER
PROGRAMS TO ACHIEVE INTENDED RESULTS. THE THIRD-PARTY SOFTWARE IS NOT FAULT
TOLERANT AND IS NOT DESIGNED, MANUFACTURED OR INTENDED FOR USE IN LIFE SUPPORT,
MEDICAL, EMERGENCY, MISSION CRITICAL OR OTHER STRICT LIABILITY OR HAZARDOUS
ACTIVITIES (“HIGH RISK ACTIVITIES”). LICENSOR AND ITS SUPPLIERS EACH
SPECIFICALLY DISCLAIM ANY EXPRESS OR IMPLIED WARRANTY OF FITNESS FOR HIGH RISK
ACTIVITIES. LICENSEE REPRESENTS AND WARRANTS THAT ITS END USER(S) WILL NOT USE
THE THIRD-PARTY SOFTWARE (OR PERMIT IT TO BE USED) FOR HIGH RISK ACTIVITIES AND
AGREE THAT LICENSOR AND ITS SUPPLIERS WILL HAVE NO LIABILITY FOR USE OF THE
THIRD-PARTY SOFTWARE IN HIGH RISK ACTIVITIES. LICENSEE SHALL INDEMNIFY, DEFEND,
AND HOLD HARMLESS LICENSOR AND ITS SUPPLIERS FOR ANY CLAIMS, DAMAGES,
LIABILITIES OR OTHER LOSSES RESULTING FROM SUCH USE.


8 INDEMNIFICATION

LICENSEE SHALL INDEMNIFY, DEFEND, AND HOLD HARMLESS LICENSOR, ITS DISTRIBUTORS,
LICENSORS, AND SUPPLIERS, AND THEIR RESPECTIVE AGENTS, OFFICERS, MANAGERS,
EMPLOYEES, AND MEMBERS FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, SUITS,
JUDGMENTS AND EXPENSES (INCLUDING REASONABLE LEGAL FEES AND EXPENSES) ARISING
OUT OF OR RELATING TO: (A) A BREACH BY LICENSEE OF ITS OBLIGATIONS UNDER THE
LICENSE AGREEMENT OR THESE SUPPLEMENTAL TERMS; (B) ANY VIOLATION OF ANY LAW,
REGULATION, OR THIRD-PARTY RIGHTS; AND/OR (C) INTELLECTUAL PROPERTY
MISAPPROPRIATION OR INFRINGEMENT CLAIMS BY ANY THIRD PARTY BASED ON, OR RELATING
TO, LICENSEE’S USE OF THE THIRD-PARTY SOFTWARE. LICENSEE SHALL GIVE LICENSOR
PROMPT NOTICE OF SUCH CLAIMS AND PERMIT LICENSOR TO CONTROL THE DEFENSE OR
SETTLEMENT THEREOF.

9 RETURN OF COPIES

Upon termination of the License Agreement for the Software and Third-Party
Software, Licensee shall discontinue use and destroy or return to Licensor all
copies of the Third-Party Software and related Documentation.

10 LIMITATION OF LIABILITY

a. NEITHER LICENSOR NOR LICENSOR’S SUPPLIERS AND/OR DISTRIBUTORS SHALL BE LIABLE
FOR ANY LOSS OF USE, LOST DATA, FAILURE OF SECURITY MECHANISMS, INTERRUPTION OF
BUSINESS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY
KIND (INCLUDING LOST PROFITS), REGARDLESS OF THE FORM OF ACTION, WHETHER IN
CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF
INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE.
b. NOTWITHSTANDING ANY OTHER PROVISION OF THE LICENSE AGREEMENT, LICENSOR’S AND
LICENSOR’S SUPPLIERS’ AND/OR DISTRIBUTORS’ ENTIRE LIABILITY TO LICENSEE UNDER
THE LICENSE AGREEMENT AND THESE SUPPLEMENTAL TERMS SHALL NOT EXCEED THE AMOUNT
ACTUALLY PAID BY LICENSEE TO LICENSOR FOR THE SOFTWARE UNDER THE LICENSE
AGREEMENT

11 THIRD PARTY BENEFICIARY

Third-Party Software suppliers identified in Section 2 are intended third party
beneficiaries of Licensor’s rights under the License Agreement and these
Supplemental Terms.


Heerbrugg, 12 May 2020
Leica Software Licensing Agreement – Terrestrial Laser Scanning
www.leica-geosystems.com
Leica Geosystems AG
Heinrich-Wild-Strasse
CH-9435 Heerbrugg
Switzerland
Phone +41 71 727 31 31


LEICA GEOSYSTEMS


SOFTWARE LICENSE AGREEMENT

PLEASE READ THE FOLLOWING TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT (THE
“LICENSE AGREEMENT”) CAREFULLY BEFORE USING THIS PRODUCT (AS DEFINED IN SECTION
1). THE PRODUCT INCLUDES SOFTWARE, WHICH LEICA GEOSYSTEMS WILL LICENSE TO YOU
FOR USE ONLY IN THE MANNER DETAILED BELOW. YOU MUST NOT INSTALL OR USE THE
SOFTWARE UNLESS YOU HAVE READ AND ACCEPTED THE TERMS AND CONDITIONS HEREIN; BY
PROCEEDING WITH THE INSTALLATION OR THE USE OF THE SOFTWARE OR ANY PART THEREOF,
YOU SHALL BE DEEMED TO HAVE AGREED TO ALL THE TERMS AND CONDITIONS OF THE
LICENSE, THE WARRANTY, THE LIMITATION OF LIABILITY AND THE OTHER PROVISIONS OF
THIS LICENSE AGREEMENT, INCLUDING ANY SUPPLEMENTAL TERMS PROVIDED.
IN THE EVENT THAT YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS LICENSE
AGREEMENT, YOU SHALL NOT BE PERMITTED TO USE THE SOFTWARE, AND YOU MUST RETURN
THE UNUSED SOFTWARE TOGETHER WITH ITS ACCOMPANYING DOCUMENTATION AND THE
PURCHASE RECEIPT TO THE DEALER FROM WHOM YOU PURCHASED THE PRODUCT WITHIN TEN
(10) DAYS OF PURCHASE TO OBTAIN A FULL REFUND OF THE PURCHASE PRICE.
THIS SOFTWARE MAY INCLUDE PRODUCT ACTIVATION AND OTHER TECHNOLOGY DESIGNED TO
PREVENT UNAUTHORIZED USE AND COPYING OR TO PROVIDE TECHNICAL OR SUPPORT SERVICES
REMOTELY BY LEICA GEOSYSTEMS OR ITS AUTHORIZED RESELLER OR THIRD PARTY. THIS
TECHNOLOGY MAY CAUSE YOUR COMPUTER OR DEVICE TO AUTOMATICALLY CONNECT TO THE
INTERNET. ADDITIONALLY, ONCE CONNECTED, THE SOFTWARE MAY TRANSMIT YOUR SERIAL
NUMBER/LICENSE NUMBER TO LEICA GEOSYSTEMS AND IN DOING SO MAY PREVENT USES OF
THE SOFTWARE WHICH ARE NOT PERMITTED; ALSO, THE SOFTWARE MAY TRANSMIT OTHER
SUPPORT-RELATED INFORMATION, SUCH AS CONFIGURATIONS, USAGE STATISTICS, OR ALLOW
OR PUSH DOWNLOADS OF UPDATES TO PRODUCT SOFTWARE.

1 DEFINITIONS

“Integrated and Resale Software Supplemental Terms (“Supplemental Terms”)” shall
mean, if applicable, the terms and conditions attached to this License
Agreement, which are incorporated by reference herein and that, together with
this License Agreement, govern Licensee’s use of specified Third-Party Software.
To the extent there is any conflict or inconsistency between the provisions of
this License Agreement and the Supplemental Terms, the provisions of the
Supplemental Terms shall take priority and govern solely with respect to the
Third-Party Software;
“Patches” shall mean the fixing of a programming error (bug) or of a wrong
behavior of the Software or the related Software code.
“Product” shall mean (a) the Leica Geosystems instrument you have purchased for
use with the Software, if any, or (b) the Software itself, if you have licensed
the Software on a stand-alone basis.
“Purchase Agreement” shall mean the purchase order, agreement or other document
pursuant to which you purchased the Product.
“Software” shall, depending on the case, mean the Leica Geosystems software and
Third-Party Software, and the related documentation (in electronic or in paper
form), (a) that is supplied to you on a data carrier medium, or (b) that is
pre-installed on the Product (if the Product is not the Software itself), or (c)
that can be downloaded by you online pursuant to prior authorization from Leica
Geosystems.
“Specifications” shall mean the functionality of the Software as described in
the Product description and the help functions, if any, provided in electronic
or in paper form by Leica Geosystems in conjunction with the Software.
“Specified Computer Facility” shall mean the computer or server environment
defined in the Product description that is required for the proper functioning
of the Software.
“Third-Party Software” shall mean, if applicable, third-party software specified
in the Supplemental Terms, which has been integrated with the Software and/or
Product or resold by Leica Geosystems;
“Updates” shall mean software that corrects faults in the Software or
Third-Party Software or that, pursuant to no obligation hereunder, enhances the
functionality of the Software or Third-Party Software by providing additional
functions or any other increases in performance.

2 SCOPE OF THE LICENSE

Leica Geosystems AG, Heinrich-Wild-Strasse, CH-9435 Heerbrugg, Switzerland
(alternatively, the "Licensor" or “Leica Geosystems”) hereby grants to you (the
"Licensee"), subject to payment of the applicable license fee and to continuous
compliance with all the provisions hereinafter and in the Supplemental Terms,
the non-exclusive, non-transferable, non-sublicensable, and non-assignable right
to use in the manner set forth herein the Software on one (1) application,
unless the number of permitted applications is otherwise agreed upon in the
Purchase Agreement. The use of the Software for a purpose other than as licensed
herein shall not be permitted.
The foregoing license is limited as follows:
(a) the Software will be used only on such permitted number of applications and
in a mechanically readable form;
(b) the Software will as a whole or in part be installed, saved and run only on
the Specified Computer Facility in accordance with the installation instructions
of Licensor; and
(c) one (1) copy of the Software may be made exclusively for security and
archiving purposes, provided that such copy carries a comprehensive copyright
notice together with all additional references to the rights of Licensor to the
Software and the designation of the original version.
In the event that the Software is an update or an additional module for an
already licensed system, instrument or facility, Licensee may make only as many
copies as previously authorized by Licensor. Certain Software supplied by
Licensor may contain a special program that regulates and monitors the number of
simultaneous users of the Software in a network environment together with the
number of the licensed copies of the Software, excluding back-up copies (the
“Special Program”). Licensee hereby consents to the inclusion and operation of
such Special Program and to the use of other security devices in connection with
the Software and Licensee shall be prohibited from circumventing,
reverse-engineering or copying such Special Program or any other security
devices.
Licensee will use the Software only in the manner permitted under the foregoing
license and will not (a) alter the Software or any part thereof in any manner
(including, without limitation, through modifications, adaptations,
translations, or second-hand versions.), (b) decompile the Software or any part
thereof, (c) reverse-engineer or disassemble the Software or any part thereof or
manipulate the Software in any other way into a form that persons can read, (d)
transfer the Software or any part thereof to another operating system, (e) pass
on the Software or any part thereof to a third party or make it available to a
third party in any other manner (including, without limitation, for testing or
by gift, lease, loan or sublicense, or via a service bureau) without the prior
written consent of Licensor, (f) use the Software or any part thereof on a
computer facility other than the Specified Computer Facility, or on more than
one work station, on networks, on a client server system or on mobile additional
instruments without the prior written consent of Licensor, (g) remove, alter, or
obscure any proprietary notices, labels, or marks from the Software, (h) use any
equipment, device, software, or other means designed to circumvent or remove any
form of copy protection used by Leica Geosystems in connection with the
Software, or use the Software together with any authorization code, serial
number, or other copy-protection device not supplied by Leica Geosystems
directly or through an authorized distributor; or (i) use any equipment, device,
software, or other means designed to circumvent or remove any usage
restrictions, or to enable functionality disabled by Leica Geosystems.
Installation, access, and continued use of the Software may require an
entitlement number. Registration may be required for certain features or before
an entitlement number is issued by Leica Geosystems. Licensee agrees that Leica
Geosystems may use data and information provided by Licensee, an authorized
reseller, or any other third party acting on behalf of Licensee in connection
with the purchase of the software license to register the Software. Licensee
agrees to provide Leica Geosystems, an authorized reseller, or any other third
party acting on Licensee’s behalf with accurate and current registration
information, and Licensee further agrees to maintain and update this
registration information through customer data registration processes that may
be provided by Leica Geosystems. By installing and using the Software, Licensee
consents to Leica Geosystems using any personal information provided at
registration, or updated thereafter, to issue entitlement numbers, to manage
Leica Geosystems’ relationship with Licensee (including automating the issuance
of entitlement numbers for future purchases), and to otherwise use any such
personal information in conformance with its privacy policy, if applicable,
which is available at https://leica-geosystems.com/global/privacy-policy.
The activation security mechanisms may disable the Software if Licensee attempts
without Leica Geosystems’ consent or authorization to transfer it to another
computer or device, if the date-setting mechanisms on the computer or device is
tampered with, if Licensee uses the Software past an applicable evaluation
period or limited term, or if Licensee undertakes certain other actions that may
offset the security mode.
This Software may cause the Specified Computer Facility to automatically connect
to the Internet and to communicate with Leica Geosystems and or with third
parties connected with the development and/or the validation of the Software.
Except for the Third-Party Software specified in the Supplemental Terms, this
Software license does not cover or include the use of third-party software.
Licensee’s right to use any such other third -party software shall be governed
by the provisions set forth by such third party.
This Software license shall also apply to Open Source Software (OSS). In case of
conflict with the terms of this Software License Agreement, the terms of the
respective OSS license agreement shall govern.

3 WARRANTY

Express Warranty. Licensor warrants to the original Licensee that (a) the data
carrier medium on which the Software is stored shall be free from defects in
workmanship and material at the time of delivery to Licensee, and (b) for the
warranty period specified in the relevant Purchase Order, the Software (but not
Updates) shall function in material accordance with the Specifications, provided
the Software is used in the manner permitted in the foregoing license, on the
Specified Computer Facility and in accordance with the conditions of
installation, use and operation set forth in the Product description. Licensor
does not warrant that the Software will be free of defects, run without
interruption, meet the expectations of Licensee, or function in combination with
the hardware or software products of third parties, or that all program errors
will be corrected. In addition to the foregoing, in order for a defect in the
Software to be sufficiently material so as to violate the warranty set forth in
subsection (b), above, of this paragraph, the defect must cause the Software -
while being used in the manner permitted in the foregoing license - to function
in a way so divergent from the Specifications that it is unsuitable for the
purpose described in the Product description. Furthermore, if the required
functionality can be achieved by the Licensee indirectly (through a so called
“work-around”), then the applicable impairment shall not constitute a defect
giving rise to duties under the foregoing warranty. Licensor’s sole obligation
under the foregoing warranty shall be, at Licensor’s sole option and expense, to
either (a) replace the data carrier and/or the Software, so as to materially
conform with the Specifications (including, without limitation, replacement with
a more recent version or equivalent software); or (b) repair the Software by
providing correction codes, work-around solutions and/or Updates, including
updated documentation and other documents; or (c) terminate this License
Agreement and refund all license fees received following the return of the
Software in accordance with Section 7 below. The foregoing warranty will apply
to any replaced data carriers and Software until expiry of the original warranty
period.
The costs and risk of any delivery of Software to the service point nominated by
Licensor shall be borne by Licensee.
Obtaining warranty service. If Licensee detects a defect in the Software that
may give rise to a duty under the foregoing warranty, it will cease using the
Software immediately and notify Licensor or its local sales partner in writing
of the defect and provide sufficient supporting documentation within the period
for notifying defects. Such period for notifying defects is ninety (90) days
from the date of delivery of the data carrier medium (for a defect in the data
carrier medium) and one (1) year from the date of delivery of the Software (for
a defect in the Software). The written supporting documentation relating to the
defect will be sufficient if it permits the defect detected by Licensee to be
capable of reproduction by Licensor. Licensee will annex the relevant purchase
receipt so that Licensor can determine compliance with the periods for notifying
defects. Licensee will not carry out modifications or repairs itself or permit
such modifications or repairs to be carried out by unauthorized third parties.
If requested by Licensor, Licensee will support Licensor in the analysis of the
causes and conditions giving rise to the defect, as well as in the development
and testing of correction codes or a work-around solution.
Warranty exclusive. Licensee’s sole remedy for Software defects is set forth in
the foregoing express warranty. The Software is licensed with its current
features “as is” and with no warranty or guarantee of whatever nature, other
than the foregoing express warranty. Such express warranty is in lieu of all
other warranties, express or implied, either in fact or by operation of law,
statutory or otherwise, including warranties, terms or conditions of
merchantability, fitness for a particular purpose, satisfactory quality and
non-infringement, all of which are expressly disclaimed. Licensee acknowledges
that Licensor’s sales partner or dealers are not allowed to provide any
warranty, guarantee or assurance with regard to the use, suitability, or results
of use of the Software, or with regard to the precision, accuracy or reliability
thereof, and any such warranty, guarantee or assurance is of no effect. It shall
be the responsibility of Licensee to select the Software that fulfils its
requirements. Licensee shall bear the full risk for the performance of and
results achieved by the Software and for its suitability for the use that
Licensee has planned for it, even when Licensor has been informed of the planned
use of the Software.
Licensor shall be relieved of its obligations under the foregoing express
warranty to the extent that any defect is caused by circumstances for which it
is not responsible, including, without limitation, (a) non-compliance with the
conditions of use and operation contained in the Product description or the
documentation; (b) non-compliance with the provisions of this License Agreement;
(c) unauthorized modifications to or interference with the Software by Licensee
or third parties; (d) errors in the operation of the Software by Licensee or by
third-party staff; (e) influences from systems or programs that have not been
supplied by Licensor; or (f) use on a computer facility other than the Specified
Computer Facility.
In the event that Licensor is not responsible for a defect pursuant to these
warranty provisions or that Licensor incurs additional expenditure as a result
of the failure of Licensee to comply fully with its obligations under this
Section 3 (including, without limitation, its obligation to support and provide
documentation to Licensor), Licensor shall have the right to charge Licensee for
the costs that it incurs for the analysis and rectification of the defect
according to the time and materials required and in accordance with the
applicable rates charged by Licensor at the time.

4 INTELLECTUAL PROPERTY RIGHTS

Licensee shall hold only those rights to the Software that are expressly
described in Section 2 of this License Agreement. As between Licensor and
Licensee, any other rights with regard to the Software, including without
limitation, ownership rights and patent, copyright, trademark, trade secret and
other intellectual property rights, shall remain the sole property of Licensor.
Licensee will not remove from the Software any references to copyrights,
trademarks or other ownership rights, or cover up or alter any such references.
Licensee will take all reasonable steps to prevent any unauthorized use,
reproduction, sale, or publication of the Software or the unauthorized provision
of access thereto. Licensee will indemnify and hold harmless Licensor from any
losses, damages, claims and expenses (including, without limitation, reasonable
legal expenses) relating to any infringement of the rights of Licensor caused by
Licensee, Licensee’s breach of this License Agreement or Licensee’s use of the
Software in a manner not authorized under this License Agreement.
In the event that Licensee faces legal proceedings based on the allegation that
Licensee’s use of a valid, unmodified version of the Software in accordance with
the terms and conditions of this License Agreement infringes an existing
intellectual property right in Switzerland, the European Union, Japan, the USA
or in any other countries where Licensor sells the Software, or that such use
constitutes unfair competition, Licensor shall defend any such proceedings at
its own expense, provided that Licensee has informed Licensor immediately in
writing of the proceedings raised, has granted Licensor a Power of Attorney
authorizing it to conduct and settle the legal proceedings, and, if requested by
Licensor, has provided Licensor with reasonable support in the defense of such
proceedings.
In the event that, in the sole opinion of Licensor, the valid, unmodified
version of the Software could infringe the intellectual property rights of third
parties, it shall at its own exclusive discretion (a) either obtain
authorization from such third party for the continued use of the Software by
Licensee, (b) replace the Software, (c) modify it in such a manner that there is
no longer any infringement of intellectual property rights, or (d) if the
foregoing measures are not within the bounds of what is reasonably possible,
terminate this License Agreement effective immediately and refund to Licensee a
portion of the license fees paid (after deduction of an appropriate payment for
the use already made of the Software by Licensee).
Notwithstanding the foregoing, Licensor shall be relieved of its obligations
under the prior two paragraphs of this Section 4 if the infringement claim is
based on the allegation or fact that the Software (a) has been modified by
Licensee, or (b) is being used with other programs or data and such combination
has led to an infringement of a third-party right, (c) has been used on a
computer facility other than the Specified Computer Facility, or (d) has been
used and operated under conditions other than those specified in the Product
description.

5 LIMITATION OF LIABILITY

To the extent permitted under applicable law, Licensor shall not be liable for
any direct, indirect or consequential loss or damage, including, without
limitation, loss of income, loss of business profits or loss of contracts,
unrealized cost reductions, loss of data, business interruption, or increased
costs on the part of Licensee or any other financial losses, that result from or
in connection with the purchase, license, use, breakdown or interruption of
operation of the Software. The foregoing limitation of liability shall also
apply in the event that Licensor has been notified of the possibility of such
losses being incurred. Licensor shall be liable only for loss or damage caused
by Licensor’s gross negligence or willful misconduct. This limitation of
liability shall apply to all claims for loss and damage irrespective of their
legal grounds, including, without limitation, claims based on tort, contract,
pre- contract or quasi-contract. This limitation of liability shall also apply
to any officers, directors or employees of Licensor, or any representatives or
agents of Licensor or licensors of Third-Party Software that are involved in the
development, marketing or supply of the Software.
It shall be the exclusive duty of Licensee to ensure that it and its staff
possess the required knowledge to properly install and use the Software.
Licensor shall not be liable for problems and defects that arise from
insufficient knowledge or learning on the part of the users of the Software.

6 EXCLUSION OF OTHER ASSURANCES

Licensee hereby agrees that no verbal or written assurances, declarations,
statements, recommendations or advertising messages have been made by Licensor,
its employees, sales partners, agents, dealers or downstream distributors that
could give rise to an amendment or extension of the foregoing warranties and
limitation of liability. Licensee is hereby given notice that none of the
forenamed persons is authorized by Licensor to make any such amendments or to
provide any such assurances.

7 DURATION AND TERMINATION

This License Agreement shall come into force on the agreement of Licensee to the
provisions hereof and shall remain in force for the term indicated in the
Purchase Order.
In addition to any other right of termination provided in this License
Agreement, each party shall be entitled to terminate this License Agreement at
any time with immediate effect:
a) in the event of a material violation of a contractual duty by the other
party, including, without limitation, default in payment of the license fee, if
the party in breach does not remedy such violation within forty-five (45) days
after being served with a notice in writing;
b) is unable to pay its debts, or becomes insolvent, or is subject to an order
or a resolution for its liquidation, administration, winding-up or dissolution
(otherwise than for the purposes of a solvent amalgamation or reconstruction),
or has an administrative or other receiver, manager, trustee, liquidator,
administrator or similar officer appointed over all or any substantial part of
its assets, or enters into or proposes any composition or arrangement with its
creditors generally, or is subject to any analogous event or proceeding in any
applicable jurisdiction.
On any termination of this License Agreement, all rights of use of the Software
held by Licensee shall expire. Within thirty (30) days from the date of
termination of the License Agreement Licensee will return to Licensor or destroy
(and confirm such destruction in writing to Licensor) the Software and all
copies or partial copies thereof that have been made, as well as all modified
parts of the Software or interfacing parts linking to other programs or data
systems, and to the extent available, all security devices.

8 IMPORT, EXPORT AND USE OF THE SOFTWARE

Licensee shall be exclusively responsible for ensuring compliance with the
relevant legislation relating to its rights to import, export or use the
Software.

9 GENERAL PROVISIONS

If any term or provision of this License Agreement shall be or shall become
invalid or unenforceable for any reason, such term or provision shall be
ineffective to the extent of such invalidity or unenforceability without
invalidating the remaining terms and provisions hereof, provided, however, that
the parties shall replace any such invalid or unenforceable provision by a valid
and enforceable provision as comes nearest to the original provision in economic
impact and intent. This License Agreement may be modified only in writing,
signed by an authorized officer of Leica Geosystems. This is the entire
agreement between Leica Geosystems and Licensee regarding the Software and it
supersedes any prior representation, discussions, undertakings, communications
or advertising relating to the Software.

10 THIRD-PARTY BENEFICIARY

The parties expressly agree that each subsidiary of Leica Geosystems, including
the entity from whom Licensee purchased the Product (if the Product is not the
Software itself), is a third-party beneficiary of this Software License
Agreement, and, without limiting the foregoing, such subsidiaries shall have all
defenses available to Leica Geosystems under this Software License Agreement.

11 GOVERNING LAW AND PLACE OF JURISDICTION

This Agreement shall be governed by the laws of Switzerland, excluding all
conflicts of laws principles and excluding the United Nations Convention on
Contracts for the International Sale of Goods. The ordinary courts at the
headquarters of Leica Geosystems AG in Balgach, Switzerland shall have
jurisdiction. Licensor shall, in its sole discretion, also have the right to
invoke the courts of law having jurisdiction at the domicile or place of
business of Licensee.

RESTRICTED RIGHTS

Contract No. N00024-97-H-4204
Contractor Name Cyra Technologies, Inc.
(Subcontractor to Spatial Integrated Systems)

Contractor Address 4550 Norris Canyon Road, San Ramon, CA 94583

The Government's rights to use, modify, reproduce, release, perform, display, or
disclose this software are restricted by paragraph (b)(3) of the Rights in
Noncommercial Computer Software and Noncommercial Computer Software
Documentation clause contained in the above identified contract. Any
reproduction of computer software or portions thereof marked with this legend
must also reproduce the markings. Any person, other than the Government, who has
been provided access to such software must promptly notify the above-named
Contractor. This license will be governed by the laws of the State of California
as applied to transactions taking place wholly within California between
California residents.

Leica Geosystems AG
Heinrich-Wild-Strasse 201
CH - 9435 Heerbrugg
(Switzerland)
Heerbrugg, 12 May 2020




LEICA GEOSYSTEMS SOFTWARE LICENSING AGREEMENT:
INTEGRATED AND RESALE SOFTWARE SUPPLEMENTAL TERMS

*Please read these License Agreement Supplemental Terms thoroughly before using
the Software*

These Integrated and Resale Software Supplemental Terms (“Supplemental Terms”)
are attached to and incorporated in the Leica Geosystems Software License
Agreement (“License Agreement”) between Customer (“Licensee”) and Leica
Geosystems AG (“Leica Geosystems” or “Licensor”). These Supplemental Terms
together with the License Agreement and other applicable agreements form the
agreement between Licensor and Licensee (“Agreement”). All capitalised terms
used in these Supplemental Terms that are not defined herein have the same
meaning as set forth in the License Agreement.

1 DEFINITIONS

“Data” means any electronic data, text, messages, communications, documents,
photos or other materials submitted to and stored within the Services by Leica,
its Authorised Resellers, its Affiliates, or Licensee or an End-User in
connection with the use of the Services.
“End-User” means an entity or person who uses one or more of the Third-Party
Software for or on behalf of Licensee.
“Services” means cloud-based software solutions.


2 THIRD-PARTY SOFTWARE

In addition to the terms and conditions set forth in the License Agreement,
these Supplemental Terms govern Licensee’s use of the following third-party
software integrated or resold by Licensor (“Third-Party Software”): See list at
https://leica-geosystems.com/about-us/compliance-standards/legal-documents.

3 USE

Licensor grants to Licensee a non-exclusive, non-transferable,
non-sublicensable, and non-assignable right to use the Third-Party Software as
part of the Software for its internal business operations under the terms stated
in the License Agreement and these Supplemental Terms. To the extent there is
any conflict or inconsistency between the provisions of the License Agreement
and the Supplemental Terms, or to the extent the Supplemental Terms address
matters not addressed in the License Agreement, the provisions of these
Supplemental Terms shall take priority and govern solely with respect to the
Third-Party Software.

4 NO COPIES

Licensee shall not copy the Third-Party Software except: (i) as necessary to
read the Third-Party Software from the media into the memory of a computer
solely for the purpose of executing it on a single machine (whether a
stand-alone computer or a workstation component of a multi-terminal system), or
(ii) to create an archival copy. All such copies of the Third-Party Software
shall contain the same proprietary notices which appear on and in the
Third-Party Software. Licensee shall not install, access, or otherwise copy or
use the Third-Party Software except as expressly authorized by these
Supplemental Terms.

5 RESTRICTIONS

Licensee shall not: (i) modify, adapt, translate, reverse engineer, decompile,
or disassemble the Third-Party Software or any part thereof; (ii) modify,
translate, adapt, arrange, or create derivative works based on the Third-Party
Software for any purpose; (iii) remove, modify or hide or otherwise make
unreadable or non-viewable any proprietary notice, label, legend, advice,
watermark, trademark, service mark, or other designation contained on the
Third-Party Software, any component thereof, documentation, or output therefrom;
(iv) distribute copies of the Third-Party Software to any third party,
including, without limitation, to test, gift, rent, lease, loan, or sublicense
the Third-Party Software to any third party; (v) install or access, or allow the
installation or access to, the Third-Party Software in a virtual server
environment or over the Internet, including, without limitation, use in
connection with a Web hosting or similar service, or make the Third-Party
Software available to any third party via the Internet or otherwise; (vi) use or
export the Third-Party Software outside of the country of purchase for any
reason; (vii) use or permit the use of the Third-Party Software in violation of
any U.S. Federal, state, or local laws or regulations or any foreign law or
regulation, including but not limited to export control laws; (viii) attempt to
circumvent or disable the security key mechanism that protects the Third-Party
Software against unauthorized use (except and only to the extent that applicable
law prohibits or restricts such restrictions); (ix) publicly disseminate
performance information or analysis (including, without limitation, benchmarks)
from any source relating to the Third-Party Software; or (x) publish any results
of benchmark tests run on the Third-Party Software. Licensee acknowledges and
consents to the Software automatically connecting to the Internet and
communicating with Licensor and/or its designated third parties connected with
the development and/or the validation of the Software and the enforcement of
licensing terms set out in this Agreement, to enable Licensor and its designated
third parties to maintain, process and use an End-User’s IP address, location,
technical, diagnostic, usage, licensing, and related information, which
information will be processed in accordance with the terms of this License
Agreement and the use, privacy, and data processing policies viewable at
https://leica-geosystems.com/global/privacy-policy.

6 TITLE

Title to and ownership of the intellectual property rights associated with the
Third-Party Software and any copies remain with the Third-Party Software
suppliers identified in Section 2 and their licensors/suppliers.

7 DISCLAIMERS

a. Disclaimer of Warranties. THE THIRD-PARTY SOFTWARE IS PROVIDED “AS IS.”
NEITHER LICENSOR NOR ITS SUPPLIERS MAKE ANY OTHER WARRANTIES, CONDITIONS OR
UNDERTAKINGS, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT
LIMITED TO WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, OR NONINFRINGEMENT. LICENSEE MAY HAVE OTHER STATUTORY RIGHTS; HOWEVER,
TO THE FULL EXTENT PERMITTED BY LAW, THE DURATION OF STATUTORILY REQUIRED
WARRANTIES, IF ANY, SHALL BE LIMITED TO THE SHORTEST PERIOD PERMITTED BY LAW.
LICENSOR MAKES NO WARRANTIES WITH RESPECT TO ANY THIRD-PARTY COMPONENTS OF THE
THIRD-PARTY SOFTWARE.
b. Warnings; Additional Disclaimers. THE THIRD-PARTY SOFTWARE IS A TOOL INTENDED
TO BE USED BY TRAINED PROFESSIONALS ONLY, AND ANY OUTPUT OF THE THIRD-PARTY
SOFTWARE (INCLUDING WITHOUT LIMITATION COMPARISONS OF A PRODUCT’S FIELD SCANS
WITH MODELS) MUST BE ANALYZED BY SUCH TRAINED PROFESSIONALS BEFORE MAKING ANY
DECISIONS. THE THIRD-PARTY SOFTWARE IS NOT A SUBSTITUTE FOR PROFESSIONAL
JUDGMENT OR INDEPENDENT TESTING, WHETHER REQUIRED OF LICENSEE OR OTHERWISE. DUE
TO THE LARGE VARIETY OF POTENTIAL APPLICATIONS FOR THE THIRD-PARTY SOFTWARE, THE
THIRD-PARTY SOFTWARE HAS NOT BEEN TESTED IN ALL SITUATIONS UNDER WHICH IT MAY BE
USED. ANY USE BY LICENSEE OF (I) THE THIRD-PARTY SOFTWARE OR (II) ANY OUTPUT OF
THE THIRD-PARTY SOFTWARE IS SOLELY AT LICENSEE’S OWN RISK AND LICENSOR AND ITS
SUPPLIERS WILL HAVE NO LIABILITY FOR SUCH USE. LICENSEE IS SOLELY RESPONSIBLE
FOR THE ACCURACY OF ALL FIELD SCANS AND MODELS. THE LICENSORS OF THE MODELING
PROGRAMS MAY CHANGE THE MODELING PROGRAMS SO THAT THEY ARE NO LONGER COMPATIBLE
WITH THE THIRD-PARTY SOFTWARE, AND LICENSOR AND ITS SUPPLIERS WILL HAVE NO
RESPONSIBILITY FOR ANY INABILITY TO USE THE THIRD-PARTY SOFTWARE DUE TO A CHANGE
IN THE MODELING PROGRAM. LICENSEE IS RESPONSIBLE FOR THE SUPERVISION,
MANAGEMENT, AND CONTROL OF THE THIRD-PARTY SOFTWARE. THIS RESPONSIBILITY
INCLUDES, BUT IS NOT LIMITED TO, THE DETERMINATION OF APPROPRIATE USES FOR THE
THIRD-PARTY SOFTWARE AND THE SELECTION OF THE THIRD-PARTY SOFTWARE AND OTHER
PROGRAMS TO ACHIEVE INTENDED RESULTS. THE THIRD-PARTY SOFTWARE IS NOT FAULT
TOLERANT AND IS NOT DESIGNED, MANUFACTURED OR INTENDED FOR USE IN LIFE SUPPORT,
MEDICAL, EMERGENCY, MISSION CRITICAL OR OTHER STRICT LIABILITY OR HAZARDOUS
ACTIVITIES (“HIGH RISK ACTIVITIES”). LICENSOR AND ITS SUPPLIERS EACH
SPECIFICALLY DISCLAIM ANY EXPRESS OR IMPLIED WARRANTY OF FITNESS FOR HIGH RISK
ACTIVITIES. LICENSEE REPRESENTS AND WARRANTS THAT ITS END USER(S) WILL NOT USE
THE THIRD-PARTY SOFTWARE (OR PERMIT IT TO BE USED) FOR HIGH RISK ACTIVITIES AND
AGREE THAT LICENSOR AND ITS SUPPLIERS WILL HAVE NO LIABILITY FOR USE OF THE
THIRD-PARTY SOFTWARE IN HIGH RISK ACTIVITIES. LICENSEE SHALL INDEMNIFY, DEFEND,
AND HOLD HARMLESS LICENSOR AND ITS SUPPLIERS FOR ANY CLAIMS, DAMAGES,
LIABILITIES OR OTHER LOSSES RESULTING FROM SUCH USE.


8 INDEMNIFICATION

LICENSEE SHALL INDEMNIFY, DEFEND, AND HOLD HARMLESS LICENSOR, ITS DISTRIBUTORS,
LICENSORS, AND SUPPLIERS, AND THEIR RESPECTIVE AGENTS, OFFICERS, MANAGERS,
EMPLOYEES, AND MEMBERS FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, SUITS,
JUDGMENTS AND EXPENSES (INCLUDING REASONABLE LEGAL FEES AND EXPENSES) ARISING
OUT OF OR RELATING TO: (A) A BREACH BY LICENSEE OF ITS OBLIGATIONS UNDER THE
LICENSE AGREEMENT OR THESE SUPPLEMENTAL TERMS; (B) ANY VIOLATION OF ANY LAW,
REGULATION, OR THIRD-PARTY RIGHTS; AND/OR (C) INTELLECTUAL PROPERTY
MISAPPROPRIATION OR INFRINGEMENT CLAIMS BY ANY THIRD PARTY BASED ON, OR RELATING
TO, LICENSEE’S USE OF THE THIRD-PARTY SOFTWARE. LICENSEE SHALL GIVE LICENSOR
PROMPT NOTICE OF SUCH CLAIMS AND PERMIT LICENSOR TO CONTROL THE DEFENSE OR
SETTLEMENT THEREOF.

9 RETURN OF COPIES

Upon termination of the License Agreement for the Software and Third-Party
Software, Licensee shall discontinue use and destroy or return to Licensor all
copies of the Third-Party Software and related Documentation.

10 LIMITATION OF LIABILITY

a. NEITHER LICENSOR NOR LICENSOR’S SUPPLIERS AND/OR DISTRIBUTORS SHALL BE LIABLE
FOR ANY LOSS OF USE, LOST DATA, FAILURE OF SECURITY MECHANISMS, INTERRUPTION OF
BUSINESS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY
KIND (INCLUDING LOST PROFITS), REGARDLESS OF THE FORM OF ACTION, WHETHER IN
CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF
INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE.
b. NOTWITHSTANDING ANY OTHER PROVISION OF THE LICENSE AGREEMENT, LICENSOR’S AND
LICENSOR’S SUPPLIERS’ AND/OR DISTRIBUTORS’ ENTIRE LIABILITY TO LICENSEE UNDER
THE LICENSE AGREEMENT AND THESE SUPPLEMENTAL TERMS SHALL NOT EXCEED THE AMOUNT
ACTUALLY PAID BY LICENSEE TO LICENSOR FOR THE SOFTWARE UNDER THE LICENSE
AGREEMENT

11 THIRD PARTY BENEFICIARY

Third-Party Software suppliers identified in Section 2 are intended third party
beneficiaries of Licensor’s rights under the License Agreement and these
Supplemental Terms.


Heerbrugg, 12 May 2020
Leica Software Licensing Agreement – Terrestrial Laser Scanning
www.leica-geosystems.com
Leica Geosystems AG
Heinrich-Wild-Strasse
CH-9435 Heerbrugg
Switzerland
Phone +41 71 727 31 31




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