guru/licenses/Google-Enterprise-Geo-Master

                      Google Enterprise Geo Master License

  Google Earth Pro

   This Google Enterprise Geo Master Agreement for the licensing of Google
   Enterprise Maps and Earth Products and Services (the "Agreement") is made
   and entered into by and between Google Inc. ("Google") and the customer
   identified below and/or on the Ordering Document(s)("Customer"). This
   Agreement, each accompanying addendum and each accompanying Ordering
   Document governs Customer's access to and use of the Products and
   Services.

  1. Product and Services Terms and Conditions.

   1.1 The Agreement is a Master Agreement. The Customer must have the
   Agreement in effect to obtain Products and Services. Customer may obtain
   Products and Services by entering into a corresponding Addendum. The
   parties will execute the Agreement first and are subject to an agreed
   term. An Addendum is entered separately and is subject to its own terms.

   1.2 Generally Applicable Product and Services Terms. Except as otherwise
   permitted by the Product or Service in the Documentation, Customer will
   not, and will not allow others to: (a) copy Software except as explicitly
   authorized; (b) use the Products and Services for High Risk Activities;
   (c) use the Product and Services to create a substantially similar
   products or services; or (d) extract any Google Content for use outside of
   the Products.

   1.3 Separate Use. Unless otherwise authorized by Google, Customer will
   not: (a) distribute or sell Google Content; (b) incorporate or embed
   Google Content or components of the Products and Services into any of
   Customer's products or services that it makes available to third parties;
   or (c) offer the Services, or any Customer products and services based
   upon the Services, on a subscription basis to third-parties.

   1.4 Third-Party Components. Any third party component embedded, included
   or provided for use with the Software may only be used in conjunction with
   the Software, and this use is subject to this Agreement and any applicable
   Addendum and Documentation. However, to the extent Software includes
   components governed by open source licenses with provisions inconsistent
   with this Agreement, those components are instead governed solely by the
   applicable open source licenses. To the extent Software includes
   components covered by open source licenses requiring the provision of
   corresponding source code, Google hereby offers such source code
   consistent with those licenses.

   1.5 Restrictions. Customer, except as expressly permitted in an Addendum,
   will not (and will not allow any third party to): (a) use or reproduce,
   modify, create derivative works, decompile, disassemble, or otherwise
   reverse engineer the Products and Services or attempt to reconstruct or
   discover any source code, underlying ideas, algorithms, file formats or
   programming interfaces of the Products and Services by (except and only to
   the extent that applicable law prohibits or restricts reverse engineering
   restrictions), or incorporate the Products and Services into or with other
   technology; (b) distribute, sell, sublicense, rent, lease to third parties
   or otherwise make the Products and Services functionality available to
   third parties except as set forth herein; or (c) remove or in any manner
   alter any Products and Services identification, proprietary, trademark,
   copyright or other notices.

   1.6 Customer Data.

   a. Services Use. Customer may upload Customer Data into the Systems via
   the methods described in, and this Customer Data will be stored in
   accordance with, the Documentation.

   b. Risk of Loss. Customer Data will not be returned to Customer, whether
   the Customer Data is physically provided to Google, or entered by Customer
   or Google into the Systems. Customer is solely responsible for backing up
   its Customer Data. Google will not bear any risk of loss for any data.

   c. Customer Rights in Customer Data. Customer is solely responsible for
   having, or obtaining, any necessary rights, licenses, or authorizations
   necessary for Customer to provide the Customer Data to Google, and for
   Google to use the Customer Data as stated in this Agreement to provide the
   Services to Customer. Customer is solely responsible for determining the
   scope of its notification obligations to Customer Data and any other
   persons whose tracked data and other information is included in Customer
   Data.

   d. Customer Data Transfer. As part of providing the Service, Google may
   store, process, and serve Customer Data in the United States or any other
   country in which Google or its agents maintain facilities. By using the
   Services, Customer consents to this transfer, processing and storage of
   Customer Data.

   e. Applicable Products and Services. This section is not applicable to
   Maps API for Business and Google Earth Enterprise.

  2. Technical Support Services.

   2.1 Technical Support Service (TSS). Subject to Customer's payment of all
   due and payable Fees and its compliance with this Agreement and its
   applicable Addendum's terms, Google will provide TSS for Products and
   Services in accordance with the applicable TSSG for the term agreed in an
   Ordering Document. Unless otherwise agreed in writing, to receive TSS
   Customer must provide Google with reasonable access to the Products and
   Services. Customer's failure to provide access will be at Customer's own
   risk. If the Ordering Document does not identify a support level, then
   Google will provide standard or Basic TSS as defined in the TSSG. Google
   may, from time to time, change the TSS.

   2.2 Updates. TSS includes Updates, to the extent available, to the given
   Product or Service. Customer will only receive Updates if Customer is
   receiving TSS. Customer's access to and use of TSS is subject to this
   Agreement's terms, the applicable Addendum and the Ordering Document.
   Customer will implement Updates in accordance with the TSSG. Customer may,
   if possible, make an Update copy to facilitate installation and will
   destroy the copy after use.

  3. Term and Termination.

   3.1 Agreement Term. Subject to Customer's payment of all due and payable
   Fees and compliance with this Agreement's terms, the Agreement begins on
   the Effective Date and will continue until the end of the last Addendum
   term(s) unless terminated earlier as set forth below ("Initial Term"). An
   Addendum's term is set forth in the respective Addendum.

   3.2 Auto-Renewal. At the end of the Initial Term, and unless otherwise
   indicated in an Addendum, the Agreement will automatically renew for
   consecutive twelve month renewal terms. If a party does not want the
   Agreement to automatically renew, then it must provide the other party a
   written termination notice at least 15 days prior to the then current
   term's expiration date. A party's timely non-renewal notice will be
   effective upon the then current term's expiration. Google will invoice
   Customer, and Customer agrees to pay, for the renewal of Products and
   Services as set forth in the applicable Ordering Document. An Addendum's
   renewal term, if any, will be set forth in the respective Addendum.

   3.3 Termination for Breach. Either party may terminate this Agreement or
   an Addendum if: (a) the other party is in material breach of the Agreement
   or an Addendum and fails to cure that breach within 30 days after receipt
   of written notice; (b) the other party ceases its business operations or
   becomes subject to insolvency proceedings and the proceedings are not
   dismissed within 90 days; or (c) the other party materially breaches this
   Agreement or an Addendum more than two times notwithstanding any cure of
   these breaches.

   3.4 Effect of Termination.

   a. Termination for Google's Breach.

   (i) Agreement Termination. If the Agreement is terminated for Google's
   breach, the rights granted hereunder may, at Customer's option, continue
   for the remainder of all then effective Addendum(s)'s term(s), subject to
   Customer's continued compliance with this Agreement and the corresponding
   Addendum(s). If Customer elects not to continue under the Agreement, then
   the Agreement and all accompanying then-effective Addendum(s) will
   terminate. Customer must make its election to proceed or not proceed under
   the Agreement upon the Customer's declaration of Google's Agreement
   breach. If Customer elects to continue the Agreement it further commits to
   continue all Addendum(s).

   (ii) Addendum Termination. If an Addendum is terminated for Google's
   breach, the rights granted under the Addendum may, at Customer's option,
   continue for the remainder of the breached Addendum's term, subject to
   Customer's continued compliance with this Agreement and the continued
   Addendum. If Customer elects not to continue under the breached Addendum,
   then the Addendum will terminate. Customer must make its election to
   proceed or not proceed under the Agreement upon the Customer's declaration
   of Google's Addendum breach.

   b. Termination for Customer's Breach. If the Agreement or an Addendum is
   terminated for Customer's breach then: (i) the License Term and all other
   rights and licenses granted by Google to Customer under the Agreement and
   its Addendum(s) for the Products and Services will cease immediately and
   (ii) all payments owed by Customer to Google are immediately due and
   payable.

   3.5 Effect of Expiration. If the Agreement expires, the Addendum(s) does
   not expire until the expiration of its respective term(s). If an Addendum
   survives Agreement termination or expiration, the Agreement will remain in
   effect with respect to that Addendum until the Addendum expires. If an
   Addendum expires the Agreement will stay in effect and any other Addendum
   in Effect with stay in effect unless otherwise provided.

  4. Orders and Payment.

   4.1 Purchase Process. Google will provide Customer an Ordering Document
   for each transaction to confirm the acquired Products and Services and
   their respective quantities and Fees. The Ordering Document is
   incorporated into and governed by this Agreement.

   4.2 Payment. All Fees are due 30 days from the invoice date. Customer's
   obligation to pay Fees is non-cancellable. All payments due are in U.S.
   dollars. Payments made via wire transfer must include the following
   instructions:

   Wells Fargo Bank
   Palo Alto, California USA
   ABA# 121000248

   Google Inc.
   Account # 4375669785

   4.3 Taxes. Customer is responsible for any applicable Taxes without
   reduction. If Google is obligated to collect or pay Taxes, the Taxes will
   be invoiced to Customer, unless Customer provides Google with a valid tax
   exemption certificate. If Customer is required by law to withhold any
   Taxes from its payments to Google, Customer must provide Google with an
   official tax receipt or other appropriate documentation to support this
   withholding.

   4.4 Invoice Disputes. Any invoice disputes must be submitted prior to the
   invoice due date. If the parties determine that certain billing
   inaccuracies are attributable to Google, Google will not issue a corrected
   invoice, but will instead issue a credit memo specifying the incorrect
   amount in the affected invoice. If the disputed invoice has not yet been
   paid, Google will apply the credit memo amount to the disputed invoice and
   Customer will be responsible for paying the resulting net balance due on
   that invoice.

   4.5 Delinquent Payments. Delinquent payments may bear interest at the rate
   of one-and-one-half percent per month (or the highest rate permitted by
   law, if less) from the payment due date until paid in full. Customer will
   be responsible for all reasonable expenses (including attorneys' fees)
   incurred by Google in collecting delinquent amounts, except where these
   delinquent amounts are due to Google's billing inaccuracies.

   4.6 Purchases and Orders.

   a. Orders. Product and Service order requirements will be set forth in
   this Agreement and each accompanying Addendum.

   b. Purchase Orders. If Customer's Ordering Document is a quote, then a
   Purchase Order is required. If Customer's Ordering Document is an order
   form, and Customer wants a Purchase Order number on its invoice, Customer
   will inform Google and will issue a Purchase Order number to Google. If
   Customer requires a Purchase Order, and fails to provide the Purchase
   Order number to Google, then Google will not be obligated to provide the
   Products and Services until Google receives the Purchase Order. Any terms
   and conditions on a Purchase Order do not apply to this Agreement or any
   Addendum and are null and void.

   c. Delivery. The Products and Services will not be made available until
   Google receives either: (i) a complete and duly executed Purchase Order
   referencing a quote and this Agreement; or (ii) a complete and duly
   executed order form.

   4.7 Usage Limits. Customer may not exceed Usage Limits. In order for the
   Products and Services to continue functioning in excess of the Usage
   Limits, Customer must enter into a new Ordering Document for the
   additional Products and Services.

  5. Intellectual Property Rights Ownership and Publicity.

   5.1 Intellectual Property Rights Generally. Except as expressly stated in
   this Agreement or in an Addendum, this Agreement does not grant either
   party any rights, implied or otherwise, to the other's content or any of
   the other's Intellectual Property Rights. Intellectual Property Rights in
   and to the content accessed through the Products and Services are the
   property of the applicable content owner and may be protected by
   applicable laws.

   5.2 Brand Features. If, to the extent possible, Customer wants to display
   Google Brand Features in connection with its use of the Products and
   Services, Customer will comply with the Trademark Guidelines. Customer
   will not alter any images generated by the Products or Services to remove
   any Brand Feature or proprietary notice of Google or its licensors. Any
   use of a party's Brand Features will inure to the benefit of the party
   holding rights in those Brand Features. Each party agrees not to: (a)
   challenge or assist others to challenge the other party's Brand Features
   or registration thereof (except to protect that party's rights with
   respect to its own Brand Features) or (b) attempt to register any Brand
   Features that are confusingly similar to those of the other party.

   5.3 Publicity. Customer agrees that Google may include Customer's name or
   Brand Features in a list of Google customers, whether online or in offline
   promotional materials. Customer also agrees that Google may verbally
   reference Customer as Google client.

  6. Export Compliance.

   Customer will comply with and will obtain all required authorizations from
   applicable government authorities under all applicable export and reexport
   control laws and regulations with respect to its Product and Services use,
   including the Export Administration Regulations ("EAR") maintained by the
   U.S. Department of Commerce, trade and economic sanctions maintained by
   the Treasury Department's Office of Foreign Assets Control, and the
   International Traffic in Arms Regulations ("ITAR") maintained by the
   Department of State. This section will survive Agreement termination or
   expiration.

  7. Confidentiality.

   7.1 Obligations. Each party will: (a) protect the other party's
   Confidential Information with the same standard of care it uses to protect
   its own Confidential Information, but in no event less than reasonable
   care; and (b) not disclose the Confidential Information, except to
   Affiliates, employees and agents who need to know it and who have agreed
   in writing to keep it confidential. Each party (and any Affiliates,
   employees and agents to whom it has disclosed Confidential Information)
   may use Confidential Information only to exercise rights and fulfill
   obligations under this Agreement, while using reasonable care to protect
   it. Each party is responsible for any actions of its Affiliates, employees
   and agents in violation of this section. Either party may demand the
   return of Confidential Information at any time upon written notice to the
   other party.

   7.2 Exceptions. Confidential Information does not include information
   that: (a) the recipient already knew; (b) becomes public through no fault
   of the recipient; (c) was independently developed by the recipient; or (d)
   was rightfully given to the recipient by another party.

   7.3 Required Disclosure. The recipient may disclose Confidential
   Information when required by law after giving reasonable notice to the
   discloser if allowed by law.

   7.4 Product and Services Confidentiality. The Products and Services
   functionality and pricing is Google's Confidential Information.

  8. Warranty Disclaimer.

   EXCEPT AS EXPLICITLY PROVIDED IN THIS AGREEMENT OR IN AN ADDENDUM, AND TO
   THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, GOOGLE, ITS LICENSORS, AND
   THEIR SUPPLIERS DO NOT MAKE ANY OTHER WARRANTY OF ANY KIND, WHETHER
   EXPRESS, IMPLIED, STATUTORY OR OTHERWISE INCLUDING, WITHOUT LIMITATION,
   WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE,
   NONINFRINGEMENT OR GOOGLE CONTENT ACCURACY. GOOGLE, ITS LICENSORS, AND
   THEIR SUPPLIERS, DO NOT WARRANT THAT THE OPERATION OF THE PRODUCTS OR
   SERVICES WILL BE UNINTERRUPTED AND ERROR FREE. THE PRODUCTS AND SERVICES
   ARE NOT DESIGNED, INTENDED OR MANUFACTURED FOR HIGH RISK ACTIVITIES.

  9. Limitation of Liability.

   9.1 Limitation on Indirect Liability. NEITHER PARTY, NOR ITS LICENSORS OR
   SUPPLIERS, WILL, TO THE EXTENT PERMITTED BY APPLICABLE LAW, BE LIABLE
   UNDER THIS AGREEMENT FOR LOST REVENUES, EXPENSES OR LOSSES OR ANY
   INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE
   DAMAGES, EVEN IF THE PARTY KNEW OR SHOULD HAVE KNOWN THAT THESE DAMAGES
   WERE POSSIBLE AND EVEN IF DIRECT DAMAGES DO NOT SATISFY A REMEDY.

   9.2 Limitation on Amount of Liability. NEITHER PARTY, NOR ITS LICENSORS OR
   SUPPLIERS, MAY, TO THE EXTENT PERMITTED BY APPLICABLE LAW, BE HELD LIABLE
   UNDER THIS AGREEMENT FOR MORE THAN THE AMOUNT PAID OR PAYABLE BY CUSTOMER
   TO GOOGLE DURING THE TWELVE MONTHS PRIOR TO THE EVENT GIVING RISE TO
   LIABILITY.

   9.3 Exceptions to Limitations. These limitations of liability do not apply
   to breaches of confidentiality obligations or violations of a party's
   Intellectual Property Rights by the other party.

  10. Indemnification.

   10.1 By Google. Google will indemnify, defend, and hold harmless Customer
   from and against all liabilities, damages, and costs (including settlement
   costs and reasonable attorneys' fees) arising out of a third party claim
   that the Products or the technology used to provide the Services infringes
   or mis-appropriates any patent, copyright, trade secret or trademark of
   that third party.

   10.2 Exceptions. The obligations set forth in Section 10.1 do not apply if
   the third party claim is caused by, or results from: (a) Customer's
   combination or use of the Products and Services with software, services,
   or products developed by Customer or third parties, if the claim would
   have been avoided by the non-combined or independent use of the Products
   and Services; (b) modification of the Products or Services, by anyone
   other than Google if the third party claim would have been avoided by use
   of the unmodified Products or Service; (c) Customer's continued allegedly
   infringing activity after being notified thereof or after being provided
   modifications that would have avoided the alleged infringement; (d)
   Customer's use of the Products or Services in a manner not in accordance
   with this Agreement, an Addendum or the Documentation; or (e) use of other
   than Google's most current release of the Products or Services if the
   third party claim would have been avoided by use of the most current
   release.

   10.3 By Customer. Unless prohibited by applicable law and without waiving
   sovereign immunity, Customer will indemnify, defend, and hold harmless
   Google from and against all liabilities, damages, losses, expenses and
   costs (including settlement costs and reasonable attorneys' fees) arising
   out of (a) a third party claim made against Google for infringement of the
   third party rights listed in Section 10.1 based on conduct by Customer as
   described in Section 10.2; (b) Customer's breach of Section 6 (Export
   Compliance); or (c) Customer's use of the Software or Services in
   violation of an End User's privacy.

   10.4 Infringement Remedies. If Google reasonably believes the Products or
   Services infringes a third party's Intellectual Property Rights, then
   Google will: (a) procure for Customer the right to continue to use the
   Products or Services; (b) replace the infringing Products or Services; or
   (c) modify the infringing Products or Services to avoid the alleged
   infringement. If Google determines the options in this Section are not
   commercially reasonable, Google may terminate the license for the
   allegedly infringing Products or Services and will provide a pro-rata
   refund of the paid but unearned Fees applicable to the period following
   the Products or Services termination.

   10.5 General. The party seeking indemnification must promptly notify the
   other party of the claim and cooperate with the other party in defending
   the claim. The indemnification in Sections 10.1 and 10.2 is limited to the
   payment by the indemnifying party of all damages and costs finally awarded
   for the claim, or settlement costs approved in writing by the indemnifying
   party. The indemnifying party has full control and authority over the
   defense, except that: (a) any settlement requiring the party seeking
   indemnification to admit liability or to pay any money will require that
   party's prior written consent, which will not be unreasonably withheld or
   delayed; and (b) the other party may join in the defense with its own
   counsel at its own expense. THE INDEMNITIES ABOVE ARE A PARTY'S ONLY
   REMEDY UNDER THIS AGREEMENT FOR VIOLATION BY THE OTHER PARTY OF A THIRD
   PARTY'S INTELLECTUAL PROPERTY RIGHTS.

  11. Verification and Audit.

   At Google's written request, not more than once per calendar year,
   Customer will provide Google with a certification signed by a Customer
   officer verifying the Products or Services are being used in compliance
   with this Agreement. Furthermore, Google will have the right, no more than
   once per calendar year, and upon at least 30 days prior written notice, to
   appoint a nationally recognized certified public accountant or independent
   auditor to examine and verify Customer's Agreement compliance. Audits will
   be conducted during regular business hours at Customer's facilities and
   will not unreasonably interfere with Customer's business activities.
   Customer will provide Google with reasonable access to the relevant
   Customer records and facilities. If an audit reveals that Customer has
   underpaid fees to Google during the period audited, then Google will
   invoice Customer, and Customer will promptly pay Google, for the underpaid
   fees based on the higher of the price specified in this Agreement or
   Google's price list in effect at the time the audit is completed. If the
   underpaid fees exceed five percent of the license fees paid by Customer
   for the Products or Services during the preceding six-month period, then
   Customer will also pay Google's reasonable audit costs.

  12. Miscellaneous.

   12.1 Notices. All notices of termination or breach must be in writing and
   addressed to the attention of the other party's legal department and
   primary point of contact. The email address for notices being sent to
   Google's Legal Department is legal-notices@google.com. All other notices
   must be in English, in writing and addressed to the other party's primary
   contact. Notice will be treated as given on receipt, as verified by
   written or automated receipt or by electronic log (as applicable).

   12.2 Integration. This Agreement and its accompanying Addendum(s) and
   Ordering Documents are the parties' entire agreement relating to its
   subject and supersedes any prior or contemporaneous agreements on that
   subject. The terms located at a URL and referenced in this Agreement or
   any Addendum are hereby incorporated by this reference. If there is a
   conflict between the documents that make up this Agreement, the documents
   will control in the following order: the Ordering Document, the Agreement,
   the Addendum(s) and the terms located at any URL.

   12.3 Amendment. Any amendments to this Agreement must be in writing and
   expressly state that is amending this Agreement.

   12.4 Assignment. Neither party may assign any part of this Agreement or
   and Addendum without the written consent of the other, except to an
   Affiliate where: (a) the assignee has agreed in writing to be bound by the
   terms of this Agreement; (b) the assigning party remains liable for
   obligations under the Agreement if the assignee defaults on them; and (c)
   the assigning party has notified the other party of the assignment. Any
   other attempt to assign is void.

   12.5 Change of Control. Upon a change of Control (for example, through a
   stock purchase or sale, merger, or other form of corporate transaction)
   other than in the context of an internal restructuring or reorganization
   of it Affiliates: (a) that party will provide written notice to the other
   party within 30 days after the change of Control; and (b) the other party
   may immediately terminate this Agreement any time between the change of
   Control and 30 days after it receives the written notice. "Control" means
   control over greater than fifty percent of the voting rights or equity
   interests of a party.

   12.6 Force Majeure. Neither party will be liable for failure or delay in
   performance to the extent caused by circumstances beyond its reasonable
   control.

   12.7 Governing Law. This Agreement is governed by California law,
   excluding that state's choice of law rules. FOR ANY DISPUTE ARISING OUT OF
   OR RELATING TO THIS AGREEMENT, THE PARTIES CONSENT TO PERSONAL
   JURISDICTION IN, AND THE EXCLUSIVE VENUE OF, THE COURTS IN SANTA CLARA
   COUNTY, CALIFORNIA.

   12.8 No Agency. This Agreement does not create an agency, partnership or
   joint venture between the parties.

   12.9 Additional Terms. Neither party will be treated as having waived any
   rights by not exercising (or delaying the exercise of) any rights under
   this Agreement. IIf any term (or part of a term) of this Agreement is
   invalid, illegal or unenforceable, the rest of the Agreement will remain
   in effect. There are no third-party beneficiaries to this Agreement.
   Nothing in this Agreement will limit either party's ability to seek
   equitable relief. Those provisions that by their nature should survive
   termination of this Agreement, will survive termination of this Agreement.
   Customer may not subcontract any of its obligations under this Agreement
   without Google's written consent. If such permission is granted, Customer
   will remain liable for all subcontracted obligations and all acts or
   omissions of its subcontractors.

   12.10 Counterparts. The parties may execute this Agreement in
   counterparts, including facsimile, PDF, and other electronic copies, which
   taken together will constitute one instrument.

   12.11 Acceptable Use Policy. Customer will use all Products and Services
   in compliance with their applicable Acceptable Use Policy.

   12.12 Services Modifications. To the extent to which an Addendum includes
   Services, Google may make commercially reasonable changes to the Services
   from time to time. If Google makes a material change to the Services,
   Google will inform Customer either via a TSS portal or using the email
   address Customer has provided to Google in order to be notified of such
   changes.

   12.13 URL Modifications. Google may make commercially reasonable changes
   to the URL Terms from time to time. If Google makes a material change to
   the Services, Google will inform Customer either via a TSS portal or using
   the email address Customer has provided to Google in order to be notified
   of such changes. If Google makes a material change to the URL Terms
   (except TSS terms) and Customer demonstrates that the change has a
   material adverse impact on Customer, Customer may notify Google within 30
   days of the change and remain subject to the noticed URL Terms (except if
   the URL was changed to reflect applicable law or a court order). If the
   License Term is subsequently renewed, it will renew under all the updated
   URL Terms.

   12.14 Other Applicable Terms and Conditions. Customer will only use the
   Services and Software in compliance with the Agreement and its applicable
   Addendum(s), the Legal Notices, the applicable Documentation, the
   Acceptable Use Policy and the Ordering Document. Customer may only use the
   Services in accordance with the SKUs specified in the applicable Ordering
   Document.

   12.15 Google Content Terms. If Customer receives Google Content, then
   Customer must not obscure, alter, or remove any included terms or the
   applicable Legal Notices. If Google Content includes static maps or HTTP
   services, Customer must incorporate a link to the Earth Terms and Legal
   Notices in a license agreement governing End Users' use. Customer must
   notify Google if Customer becomes aware of any End User's non-compliance
   with the Earth Terms, Legal Notices, or the AUP. "Earth Terms" mean the
   terms for Google Maps/Earth set forth at the following URL,
   [1]http://maps.google.com/help/terms_maps.html or other such URL as Google
   may provide.

  13. Definitions.

   The Agreement definitions are used in the Agreement and one or more
   applicable Addendum(s).

   "Acceptable Use Policy" or "AUP" means the means the acceptable use policy
   for the Products and Services as set forth in the applicable Addendum.

   "Addendum" means a document entered into by both parties to an Agreement
   that is incorporated into the Agreement and describes the specific terms
   and conditions applicable to the Addendum's Products and Services.

   "Affiliate" means any entity that directly or indirectly controls, is
   controlled by, or is under common control with that party.

   "Brand Features" means the trade names, trademarks, service marks, logos,
   domain names, and other distinctive brand features of each party or its
   respective Affiliates, respectively, as secured thereby from time to time.

   "Confidential Information" means information that one party (or an
   Affiliate) discloses to the other party under this Agreement, and which is
   marked as confidential or would normally under the circumstances be
   considered confidential information. It does not include information that
   the recipient already knew, that becomes public through no fault of the
   recipient, that was independently developed by the recipient, or that was
   lawfully given to the recipient by a third party.

   "Customer Data" means the data (including data owned by third-parties that
   is in Customer's possession) Customer loads, or which is loaded on
   Customer's behalf, into the Systems. Customer Data must be owned or
   licensed by Customer. The Documentation contains information on the types
   and formats of Customer Data that may be entered into the Systems.

   "Documentation" means the Google proprietary documentation in the form
   generally made available by Google to its customers for use with the
   Products or Services as set forth in the applicable Product's or Service's
   Addendum.

   "Effective Date" means the date this Agreement or any accompanying
   Addendum is entered into by Google.

   "End Users" mean the individual human end users who use Products and
   Services, subject to the requirements of this Agreement, any applicable
   Addendum and the Documentation.

   "Fees" means the Agreement's applicable Product and Services fees and
   applicable Taxes as set forth in an Ordering Document.

   "Google Content" means any content provided through the Products and
   Services (whether created by Google or its third party licensors) as
   further defined in each applicable Addendum.

   "High Risk Activities" means uses like the operation of emergency
   services, nuclear facilities, air traffic control or life support systems,
   where the use or failure of the Services could lead to death, personal
   injury, or environmental damage.

   "Intellectual Property Rights" means current and future worldwide rights
   under patent law, copyright law, trade secret law, trademark law, moral
   rights law, and other similar rights.

   "Legal Notices" mean the legal notices set forth at the following URL:
   [2]http://www.maps.google.com/help/legalnotices_maps.html (or such other
   URL as may be provided or updated by Google).

   "License Term" means the period of time during which Customer is
   authorized to use the Products and Services under the Agreement or an
   applicable Addendum, and will be further described in the said Addendum
   and any applicable Ordering Document.

   "Maps" means the maps created by Customer processing Customer Data and, if
   applicable, Google Content, using the Services. The different types of
   Maps are described in the Documentation.

   "Ordering Document" means either an order form or quote, issued by Google
   to provide the Products and Services to Customer, subject to this
   Agreement and the applicable Addendum. The Ordering Document will
   incorporate this Agreement and will contain: (i) a SKU (including the
   License Term, if applicable); (ii) a description of the licensed
   configuration; (iii) price; and (iv) other information as provided on the
   form.

   "Overage" means when Customer's use of the Services exceeds a particular
   Usage Limit.

   "Overage SKU" means a Google SKU that lists the price Customer will pay
   for its use of the Services in excess of a particular Usage Limit.

   "Products" means the Google products (excluding Google Content) as set
   forth in this Agreement and any accompanying Addendum. The term "Product"
   may have an additional more detailed supplementary definition in an
   Addendum.

   "Prohibited Territory": means the list of countries where Customer may not
   use or actively target Product, Software or Service received under the
   Agreement and any applicable addendum. Each Addendum will have a specific
   definition of Prohibited Territory.

   "Privacy Policy" means the Google privacy policy set forth at the
   following URL http://www.google.com/policies (or such other URL as may be
   provided or updated by Google).

   "Purchase Order" means a Customer issued purchase order.

   "Sensor" means the use of any technology to automatically determine an End
   User's or Asset's location.

   "Services" means the Google services as set forth in this Agreement and
   any accompanying Addendum. The term "Service" may have an additional more
   detailed supplementary definition in each respective Addendum and the
   Documentation accompanying the Service.

   "Service Level Agreement" or "SLA" means the Google Service Level
   Agreement, if any, for the Products and Services described in this
   Agreement and any accompanying Addendum.

   "Software" means the Google software, in object code form, or related
   technologies provided by Google to Customer pursuant to an Ordering
   Document and as further provided in each applicable Addendum and the
   Software's accompanying Documentation.

   "Systems" means the Google computer, processing, and network systems used
   to provide the Services to Customer.

   "Taxes" means any duties, customs fees, or taxes (other than Google's
   income tax) associated with Product and Services transactions, including
   any related penalties or interest.

   "Trademark Guidelines" means Google's Guidelines for Third Party Use of
   Google Brand Features, located at the following URL:
   [3]http://www.google.com/permissions/guidelines.html (or other URL as may
   be provided or updated by Google).

   "TSS" means the technical support services provided by Google, in
   accordance with Google's TSSG, for the applicable Products or Services,
   and for a mutually agreed (in writing) time period.

   "TSSG" means Google's then current Product or Service specific Technical
   Support Services Guidelines, which may be may be accessed at the URL set
   out in each respective Addendum (or other URL as may be provided or
   updated by Google).

   "Updates" is defined in the TSSG.

   "Usage Limits" means the limits for use of the Products and Services,
   which will be as listed on the Ordering Document or as provided to
   Customer with the Documentation.

   "URL Terms" are those uniform resource locator addresses as identified by
   Google in the Agreement or any Addendum that refer to Google policies,
   services descriptions of other Product and Services related terms.

   By signing this Agreement, each party represents and warrants that (i) it
   has read and understands this Agreement and the Ordering Document that is
   incorporated by reference herein and agrees to be bound by its terms, and
   (ii) it has full power and authority to accept this Agreement and the
   Ordering Document.

   IN WITNESS WHEREOF, this Agreement has been executed by persons duly
   authorized as of the date signed by the last party below ("Effective
   Date").

  Google Earth Pro Terms of Service Addendum

  1. Integration into Agreement.

   This Addendum provides for the licensing of Google Earth Pro products and
   related services. This Addendum is incorporated into the Agreement by this
   reference. Capitalized terms not defined in this Addendum will have the
   meaning ascribed to them in the Agreement. This Addendum is effective upon
   the Effective Date.

  2. Services.

   2.1 Generally. Subject to Customer's compliance with the Agreement and
   this Addendum's terms, and in consideration of Customer's payment of all
   Fees, Google will provide the Services to Customer during the License
   Term. Customer's use of the Services is subject to the Usage Limits.
   Customer agrees not to use Products and Services in the Prohibited
   Territory.

   2.2 Licenses from Google to Customer.

   a. To use the Software. Subject to Customer's compliance with the
   Agreement and this Addendum's terms, and in consideration of Customer's
   payment of all Fees, Google grants to Customer, and Customer agrees to
   comply with a non-sublicensable, non-transferable, non-exclusive,
   terminable, limited license to use the Software during the License Term to
   use the Services.

   b. To use Google Content. Subject to this Agreement and in consideration
   of Customer's payment of all Fees, Google grants to Customer, and Customer
   agrees to comply with, a non-sublicensable, non-transferable,
   non-exclusive, terminable, limited license to access the Google Content
   via the Services during the License Term for purposes as described in the
   Documentation.

   2.3 License from Customer to Google. By entering Customer Data into the
   Systems, or if Google enters Customer Data into the Systems on Customer's
   behalf, Customer grants to Google a limited, irrevocable, royalty-free,
   and non-exclusive license during the License Term, to reproduce, adapt,
   modify, translate, publicly perform, publicly display and distribute the
   Customer Data solely as required to enable Google to provide the Services
   to Customer.

  3. Customer Obligations.

   3.1 Access and Use Rights. Customer may specify particular rights
   regarding the access, viewing, editing, or consuming of its maps to a
   specific set of End Users.

   3.2 Unauthorized Use. Customer will use all commercially reasonable
   efforts to prevent unauthorized use of the Service, and to terminate any
   unauthorized use. Customer will promptly notify Google of any unauthorized
   use of, or access to, the Services of which it becomes aware.

   3.3 End User Consent. Customer will obtain and maintain all required
   consents from End Users to allow: (a) Customer's access, monitoring, use
   and disclosure of this data and Google providing Customer with the ability
   to do so and (b) Google to provide the Services.

  4. Renewal Terms.

   Upon each auto-renewal pursuant to Section 6.2, Google will invoice
   Customer, and Customer agrees to pay, for the renewal of the Services as
   set forth in the applicable Ordering Document.

  5. Restrictions.

   5.1 General. Unless otherwise provided in the Documentation or agreed in
   advance and in writing by Google, Customer will not, and will not allow
   others to: (a) display any advertising in connection with its use of the
   Services; (b) extract any Google Content to be used outside of the
   Services; (c) use, distribute, or sell any Google Content outside of the
   Maps; (d) incorporate or embed Google Content or components of the
   Services into any of Customer's products or services that it sells to
   third parties; (e) permit the sharing of End User accounts between End
   Users or (f) offer the Services, or any Customer products, services, or
   solutions based upon the Services, to End Users directly or embedded in
   another such product for a fee. Section 5.1(f) does not prohibit Customer
   from offering professional services to its customers in support of its
   Software implementation.

   5.2 Development and Evaluation Accounts. Development and Evaluation
   Accounts may only be used for development, evaluation, educational
   purposes, or some combination thereof. Services from a Development and
   Evaluation Account may be evaluated in a production environment but not
   for commercial purposes. A Development and Evaluation Account is an admin
   account for the Services with the License Term specified on the applicable
   Ordering Document or, if a License Term is not specified on the Ordering
   Document, then for a period of twelve months.

   5.3 Customer Data and Maps. Google will not provide Customer with a copy
   of the Customer Data or of any Maps upon the conclusion or termination of
   the Agreement. Maps may only be used within the Services except as
   specifically allowed in the Documentation. If Customer wants a copy of its
   Customer Data, Customer must copy the Customer Data prior to entering the
   Customer Data, or having the Customer Data entered, into the Systems.

  6. Addendum Term and Termination.

   6.1 Addendum Term. Subject to Customer's payment of all due and payable
   Fees and compliance with the Agreement's terms and this Addendum's terms,
   this Addendum begins on the Effective Date and will continue for the term
   as set forth in the Ordering Document unless terminated earlier as set
   forth below ("Initial Addendum Term").

   6.2 Additional Term and Termination Conditions. All other terms and
   conditions pertaining to Addendum term and termination are set forth in
   the Agreement.

  7 Technical Support Services.

   The Agreement terms notwithstanding, technical support services are not
   offered for this Product.

  8. Definitions.

   "Acceptable Use Policy" or "AUP" means the acceptable use policy for the
   Product at this
   [4]http://www.google.com/enterprise/earthmaps/legal/universal_aup.html or
   other such URL as Google may provide.

   "Prohibited Territory": means the list of countries where Customer may not
   use or actively target Product, Software or Service received under the
   Agreement and this Addendum.
   [5]http://www.google.com/enterprise/earthmaps/legal/us/earth_prohibited_territory.html
   (or such other URL as may be updated by Google).

   "URL Terms" for the purposes of this Addendum means the following URL
   terms: AUP, SLA, and the TSSG.

References

   Visible links
   1. http://maps.google.com/help/terms_maps.html
   2. http://www.maps.google.com/help/legalnotices_maps.html
   3. http://www.google.com/permissions/guidelines.html
   4. http://www.google.com/enterprise/earthmaps/legal/universal_aup.html
   5. http://www.google.com/enterprise/earthmaps/legal/us/earth_prohibited_territory.html