NV5 GEOSPATIAL SOLUTIONS, INC. END USER LICENSE AGREEMENT FOR ENVI CONNECT ® 2.1 and ENVI CONNECT MOTION SOFTWARE IMPORTANT: PLEASE READ THIS END USER LICENSE AGREEMENT CAREFULLY. DOWNLOADING, INSTALLING OR USING THE SOFTWARE CONSTITUTES ACCEPTANCE OF THIS AGREEMENT. NV5 GEOSPATIAL SOLUTIONS, INC. ("NV5GS"), OR ITS AUTHORIZED LICENSOR, IS WILLING TO LICENSE THE ENVI CONNECT SOFTWARE TO YOU OR THE BUSINESS ENTITY YOU REPRESENT ("LICENSEE") UPON THE CONDITION THAT LICENSEE ACCEPTS ALL OF THE TERMS CONTAINED IN THIS END USER LICENSE AGREEMENT ("LICENSE AGREEMENT"). BY DOWNLOADING, INSTALLING, OR USING THE SOFTWARE, YOU ARE BINDING YOURSELF AND THE BUSINESS ENTITY THAT YOU REPRESENT TO THE TERMS OF THIS LICENSE AGREEMENT. IF LICENSEE DOES NOT AGREE TO ALL OF THE TERMS OF THE AGREEMENT, THEN NV5GS IS UNWILLING TO LICENSE THE SOFTWARE TO LICENSEE AND (A) LICENSEE MAY NOT DOWNLOAD, INSTALL OR USE THE SOFTWARE, AND (B) LICENSEE MAY RETURN THE SOFTWARE (INCLUDING ANY UNOPENED CD/DVD PACKAGE AND ANY WRITTEN MATERIALS) TO THE PLACE OF PURCHASE FOR A FULL REFUND, OR, IF THE SOFTWARE AND WRITTEN MATERIALS ARE SUPPLIED AS PART OF ANOTHER PRODUCT, LICENSEE MAY RETURN THE ENTIRE PRODUCT TO THE PLACE OF PURCHASE FOR A FULL REFUND. LICENSEE'S RIGHT TO RETURN AND REFUND EXPIRES 60 DAYS AFTER PURCHASE FROM LICENSOR, AND APPLIES ONLY IF LICENSEE IS THE ORIGINAL END USER PURCHASER. ENVI CONNECT SOFTWARE AND DOCUMENTATION. The ENVI Connect software, including modifications, enhancements, improvements, updates, additions, derivative works, object code compiled therefrom, documentation and related material is referred to herein as the "Software." The Software is made available strictly in accordance with and subject to this License Agreement, and the Software subscription purchased by the Buyer in the Purchase Order (the "P.O.") effectuating this License Agreement. "DOCUMENTATION", as used in this License Agreement, refers to the electronic documentation accompanying the Software when it is provided to the Buyer that describes how to install and use the Software. 1. LICENSE/TERM. Conditioned upon compliance with the terms and conditions of this License Agreement and payment of the required license subscription fees as set forth on the applicable P.O. or invoice from NV5GS or an authorized licensor, NV5GS grants to Licensee a (1) non-exclusive, non-transferable, non-sublicensable license to install and use the Software at a single location for its internal business purposes solely in accordance with the subscription purchased in the P.O. The Effective Date of this License Agreement and the right to use the Software shall be from the date it is electronically accepted by the purchasing party (Licensee) during the product installation process, and shall end one year thereafter unless otherwise contractually agreed to by the parties. 2. GENERAL LIMITATIONS. Other than as specifically set forth in the P.O. or subscription addressed therein, Licensee may not make or distribute copies of the Software or use the Software in any manner that provides unlicensed end users with direct access to the Software. Licensee may make one copy of the Software in machine-readable form solely for backup purposes. Licensee must reproduce on any such copy all copyright notices and any other proprietary legends on the original copy of the Software. For the avoidance of doubt, Licensee understands and agrees it will not violate the subscription Plan it has purchased as more fully stated in Article 2.2(vi) below. Except as otherwise expressly provided under the P.O., Licensee shall have no right, and specifically agrees not to: (i) rent, lease, loan, sell, transfer, assign or sublicense its license rights to any other person or entity (other than in compliance with any Licensor relicensing/transfer policy then in force), and Licensee acknowledges that any attempted transfer, assignment, sublicense or use shall be void; (ii) make error corrections to or otherwise modify, alter or adapt the Software or create derivative works based upon the Software, or permit third parties to do the same, but will be authorized to use the Software to process data; (iii) translate, decipher, reverse engineer, or decompile, decrypt, disassemble or otherwise reduce the Software to human-readable form, except to the extent otherwise expressly permitted under applicable law notwithstanding this restriction; (iv) use or permit the Software to be used to perform services for third parties outside Licensee's organization without the express written authorization of Licensor; (v) disclose, provide, or otherwise make available trade secrets, proprietary or confidential information contained within the Software in any form to any third party without the prior written consent of Licensor. Licensee shall implement reasonable security measures to protect such trade secrets, proprietary or confidential information; (vi) violate the Software license by installing the Software at a location other than the first location the Software was installed; or (vii) violate the subscription that has been purchased by (1) granting access to any user beyond the specific User quantity in the subscription, (2) swapping users as an alternative form of granting access to a user beyond the individual users given access at the outset of the license, and (3) by sharing accounts to circumvent the limited number of users applicable to the purchased subscription. 3. SOFTWARE UPGRADES. LICENSEE UNDERSTANDS AND AGREES THAT LICENSOR MAY, BUT HAS NO OBLIGATION TO, PROVIDE UPDATES TO THE SOFTWARE SUBSEQUENT TO THE PURCHASE OF A SUBSCRIPTION PLAN. IT IS UNDERSTOOD THAT UPDATES TO THE SOFTWARE (IF ANY) WILL OCCUR BY ELECTRONIC DOWNLOAD MADE AVAILABLE TO LICENSEE FOR UPLOAD FROM TIME TO TIME BY LICENSOR. 4. TITLE. 4.1 License to Software. This is a license, not a transfer of title to the Software. NV5GS and/or its licensors retain all right, title, interest and all intellectual property rights (including copyrights, trade secrets, trademarks and patent rights) in and to all copies of the Software. Licensee acknowledges that the Software contains trade secrets, proprietary or confidential information of NV5GS or its suppliers or licensors, including, but not limited to, the specific internal design and structure of individual programs and associated interface information. 4.2 Rights in Data. All data created and/or processed by the Software is and remains the property of Licensee and shall in no way become attached to the Software, nor shall Licensor have any rights in or to the data of Licensee.3.3 U.S. Government End User Purchasers. The Software and Documentation qualify as "commercial items," as that term is defined at Federal Acquisition Regulation ("FAR") (48 C.F.R.) 2.101, consisting of "commercial computer software" and "commercial computer software documentation" as such terms are used in FAR 12.212. Consistent with FAR 12.212 and DoD FAR Supp. 227.7202-1 through 227.7202-4, and notwithstanding any other FAR or other contractual clause to the contrary in any contract into which this License Agreement may be incorporated, Government end user will acquire the Software with only those rights set forth in this License Agreement. Use of the Software constitutes agreement by the Government that the Software is "commercial computer software" and "commercial computer software documentation," and constitutes acceptance of the rights and restrictions herein. 5. LIMTED WARRANTY: WARRANTY RESTRICTIONS; DISCLAIMER OF WARRANTIES. 5.1 Limited Warranty. Subject to the limitations and conditions set forth herein, NV5GS warrants that commencing from the date of electronic delivery of the Software to Licensee and for a period no longer than sixty (60) days (a) the Software shall perform in substantial conformity with the electronic documentation accompanying the Software or made available by NV5GS online. Except for the foregoing, the Software is provided "AS IS." This limited warranty extends only to the Licensee who is the original licensee. Licensee's sole and exclusive remedy and the entire liability of NV5GS and its distributors or suppliers under this limited warranty shall be, at NV5GS's sole option, repair, replacement, or refund of the purchase price of the Software subscription license. Provided further that this warranty shall only be available to Licensee so long as any error or defect constituting a breach of this limited warranty is reported by Licensee to NV5GS or the party supplying the Software to Licensee (if different than NV5GS) within the 60-day warranty period. NV5GS or the party supplying the Software to Licensee may, at its option, require deletion of the Software and/or Documentation as a condition to the remedy. In no event does NV5GS warrant that the Software is error free or that Licensee will be able to operate the Software without problems or interruptions. 5.2 Warranty Restrictions. This warranty does not apply if: (a) the Software has been altered, except by NV5GS; (b) the Software has not been installed, operated, repaired, or maintained in accordance with instructions supplied by NV5GS; (c) Buyer has violated this License Agreement; (d) the Software is licensed for beta, evaluation, testing or demonstration purposes; or (e) NV5GS has not received a license fee for the Software. 5.3 Disclaimer of Warranty. EXCEPT AS SPECIFIED IN THIS WARRANTY SECTION, ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OR CONDITION OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON- INFRINGEMENT, SATISFACTORY QUALITY, NON-INTERFERENCE, ACCURACY OF INFORMATIONAL CONTENT, OR ARISING FROM A COURSE OF DEALING, LAW, USAGE, OR TRADE PRACTICE, ARE HEREBY EXCLUDED TO THE EXTENT ALLOWED BY APPLICABLE LAW AND ARE EXPRESSLY DISCLAIMED BY LICENSOR, ITS SUPPLIERS AND LICENSORS. TO THE EXTENT AN IMPLIED WARRANTY CANNOT BE EXCLUDED, SUCH WARRANTY IS LIMITED IN DURATION TO THE EXPRESS WARRANTY PERIOD. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, THE ABOVE LIMITATION MAY NOT APPLY. THIS WARRANTY GIVES LICENSEE SPECIFIC LEGAL RIGHTS, AND LICENSEE MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM JURISDICTION TO JURISDICTION. THIS DISCLAIMER AND EXCLUSION SHALL APPLY EVEN IF THE EXPRESS WARRANTY SET FORTH ABOVE FAILS ITS ESSENTIAL PURPOSE. 6. DISCLAIMER OF LIABILITIES - LIMITATION OF LIABILITY. NOTWITHSTANDING ANYTHING ELSE IN THE LICENSE AGREEMENT TO THE CONTRARY, ALL LIABILITY OF LICENSOR, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS AND LICENSORS COLLECTIVELY, TO LICENSEE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF WARRANTY OR OTHERWISE, SHALL NOT EXCEED THE PRICE PAID BY LICENSEE TO LICENSOR OR ITS AUTHORIZED RESELLER FOR THE PRODUCT THAT GAVE RISE TO THE CLAIM. THIS LIMITATION OF LIABILITY FOR SOFTWARE IS CUMULATIVE AND NOT PER INCIDENT (I.E. THE EXISTENCE OF TWO OR MORE CLAIMS WILL NOT ENLARGE THIS LIMIT). IN NO EVENT WILL LICENSOR, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS AND LICENSORS, BE LIABLE FOR ANY LOST REVENUE, LOST PROFIT, OR LOST OR DAMAGED DATA, BUSINESS INTERRUPTION, LOSS OF CAPITAL, COST TO COVER OR FOR SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE DAMAGES, HOWSOEVER ARISING, INCLUDING, WITHOUT LIMITATION, IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR WHETHER ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE, EVEN IF, IN EACH CASE, LICENSOR, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS AND LICENSORS, HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW LIMITATION OR EXCLUSION OF CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT FULLY APPLY TO LICENSEE. 7. THIRD PARTY AND OPEN SOURCE SOFTWARE. PORTIONS OF THE SOFTWARE MAY INCLUDE COPYRIGHTED THIRD PARTY SOFTWARE PROVIDED UNDER LICENSE. Such third party software may include "free" or "open source" software licensed under separate terms from this EULA ("Open Source Software"). Such Open Source Software is distributed WITHOUT ANY WARRANTY, without even the implied warranty of MERCHANTABILITY or FITNESS FOR A PARTICULAR PURPOSE. NV5GS is not obligated to provide any warranty, maintenance, technical or other support for the Open Source Software or its use in the Software. Attributions and license terms for third party and Open Source Software are available in the source folder of the software installation, the "Help/Legal" directory located within the software, and at https://www.nv5geospatialsoftware.com/Company/Legal. Where applicable, source code for Open Source software is also provided in the source folder of the software installation and/or our web site. 8. INFRINGEMENT INDEMNITY. Licensor shall defend or settle at its expense a claim or suit against Licensee arising out of or in connection with an assertion that the Software infringes any U.S. copyright or issued U.S. patent. Licensor shall indemnify and hold Licensee harmless from and against the damages, costs and expenses (including, without limitation, reasonable legal and expert witness fees), if any, finally awarded in such suit or the amount of the settlement thereof, provided that Licensor is notified in writing of the existence of such claim by Licensee within five (5) business days of Licensee's first learning of the same, and provided that Licensor is given full authority to control the defense, cost and settlement of the claim. Licensor will not be obligated to defend or otherwise indemnify Licensee in any lawsuit or as to any claim which arises from or relates to: (1) any combination of the Software with another product not supplied by Licensor; (2) if such a claim is based upon use of the Software for purposes for which it was not designed; or (3) if the Software has been modified by any party other than Licensor. In lieu of the foregoing indemnification obligations, Licensor shall have the option, at its expense, either to procure for Licensee the right to continue using the Software or to replace or modify the Software so that it becomes non-infringing, or to refund to Licensee the amount actually paid by the Licensee for the Software. The foregoing sets the Licensor's complete and entire liability with respect to infringement claims, and Licensor shall have no further liabilities therefore. 9. TERM AND TERMINATION. This License Agreement and the license granted herein shall become effective the date it is electronically accepted by the purchasing party during the product installation process, and shall end one year thereafter unless otherwise contractually agreed to by the parties. Licensee may terminate the License Agreement and the license at any time by uninstalling and deleting all copies of Software and any Documentation, and notifying Licensor of the same in writing. Licensee's rights under the License Agreement will terminate immediately without notice from Licensor if Licensee fails to comply with any provision of this License Agreement or the terms of the underlying P.O., or it fails to renew an expired license subscription. All limitations of liability and disclaimers and restrictions of warranty shall survive termination of this License Agreement. 10. GOVERNING LAW. 10.1 The License Agreement shall be governed as follows: (i) For commercial entities, the laws of the State of Florida without regard to its choice of law rules. (ii) For U.S. state and local governments and/or higher education schools governed by state laws, contracts shall be governed by the laws of the state in which they are located without reference to conflict of laws principles. (iii) For the U.S. Government, contracts shall be governed by U.S. federal laws. 10.2 The License Agreement will not be governed by the United Nations Convention on Contracts for International Sale of Goods, this application is expressly excluded. 11. WAIVER. The failure of NV5GS to insist on the performance of any of the terms or conditions of this License Agreement or to exercise any right hereunder shall not be a waiver of such terms, conditions, or rights in the future, nor shall it be deemed to be a waiver of any other term, condition, or right under this License Agreement. 12. MODIFICATION OF TERMS AND CONDITIONS. No terms and conditions other than those stated herein, and no modification of these terms or conditions, shall be binding on NV5GS without NV5GS' written consent. 13. LICENSEE RECORDS. Licensee grants to NV5GS and its independent accountants the right to examine Licensee's books, records and accounts during Licensee's normal business hours to verify compliance of with this License Agreement as it relates to the Software. In the event such audit discloses non-compliance with this License Agreement, Licensee shall promptly pay to NV5GS the appropriate license fees, plus the reasonable cost of conducting the audit. 14. EXPORT RESTRICTIONS. The Software is subject to export controls under the laws and regulations of the United States of America, including but not limited to the U.S. Export Administration Regulations and U.S. Department of the Treasury, Office of Foreign Assets Control, and ma y be subject to additional export and import regulations of the country in which the software is obtained. You agree that you will comply with all applicable laws and regulations governing the export, import, reexport, transfer and use, and that you have the responsibility to obtain any required authorization from the appropriate authority. If NV5GS receives notice that You are or You become identified as a sanctioned or restricted party under applicable law, then NV5GS will not be obligated to perform any of its obligations under this Agreement if such performance would result in violation of the sanctions or restrictions. 15. GENERAL PROVISIONS. If any part of the License Agreement is found void and unenforceable, it will not affect the validity of the balance of the License Agreement, which will remain valid and enforceable according to its terms. This License Agreement may only be modified by a writing signed by an authorized officer of NV5GS. The English version of this agreement will be the version used when interpreting or construing this License Agreement. 16. NOTICE. Any notice relating to the Agreement should be sent by personal delivery or U.S. certified mail (return receipt requested) to the address provided below and will be effective upon receipt: NV5 Geospatial Solutions, Inc., ATTN: Contracts Department, 385 Interlocken Crescent, Suite 300, Broomfield, CO 80021, USA.