LICENSE AGREEMENT FOR NEARMAP 3D AND AERIAL IMAGERY

Definitions of capitalised words are set out in section 17 of the Agreement.

For the purpose of this agreement, Licensee refers to PlaceMaker and Customer refers to you.

Certain sections have been intentionally removed from this agreement.

1. GRANT OF LICENSE TO USE PRODUCTS

1.1 License to Customers Nearmap grants to Licensee a limited, non-exclusive,

revocable and non-transferable license to:

(a) provide Customers with access to the Products via the Licensee’s Platform;

(b) reproduce, display and distribute the Products in machine readable, printed or

other form in response to individual search requests for 3D mesh and static imagery for a

specific Land Parcel;

Derivative Works for internal use in the ordinary course of their business but at all

times excluding any Commercial Purpose and Unlawful Purpose.

2. RESTRICTIONS ON RIGHT TO USE PRODUCTS

2.1 Permitted Purpose The Products must only be used in accordance with the

license granted in section 1.1 of this Agreement (License).

2.2 No Creation of Database Neither the Licensee nor any of its Customers may use

its access to the Website or the Products for the purposes of creating a database

of images for resale or other commercial purpose.

5. WARRANTIES

5.2 Nearmap’s Warranty Nearmap warrants that:

(a) no claim of infringement of any patent, copyright, trade secret or other proprietary

right has been made or is pending against it or any entity from which it has

obtained its rights relative to the Products, and the Products do not, and during

the term of this Agreement will not, infringe upon or violate any copyright, patent,

trade secret or other proprietary right of any third party; and

(b) that It has used industry standard GPS to ensure captured imagery in the

Products has accurate geographical positioning.

7. INTELLECTUAL PROPERTY

7.1 Nearmap Intellectual Property Unless otherwise indicated, the

Products and all associated Intellectual Property Rights, data, information and

software are owned by Nearmap and are protected by copyright, moral rights,

trademark and other laws relating to the protection of intellectual property.

Nearmap reserves all of its Intellectual Property Rights. Except for the limited

License granted to the Licensee in sections 1.1, no ownership or

Intellectual Property Rights in the Product will pass to the

Customer.

7.4 Derivative Works Subject to compliance with all other terms of this Agreement,

the Licensee and its Customers are granted a non-exclusive right to produce and

use Derivative Works for internal use in the ordinary course of their business

excluding any Commercial Purposes and Unlawful Purposes. The Licensee’s

Customers may continue using Derivative Works following termination or expiry

of this Agreement.

9. WARRANTY AND LIABILITY

9.1 DISCLAIMER OF WARRANTIES OTHER THAN AS SET FORTH IN SECTION

5.2, THE PRODUCTS ARE PROVIDED ON AN "AS IS"

AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND TO

THE FULLEST EXTENT PERMITTED BY LAW. NEARMAP AND ITS CONTENT

PROVIDERS, AGENTS AND AFFILIATES EXPRESSLY DISCLAIM ANY AND

ALL WARRANTIES, WHETHER EXPRESS, STATUTORY OR IMPLIED,

INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF

MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT,

AND COURSE OF DEALING OR PERFORMANCE.

9.2 NO REPRESENTATIONS WHILE NEARMAP USES REASONABLE EFFORTS

TO ENSURE THE ACCURACY, CORRECTNESS AND RELIABILITY OF THE

PRODUCTS AND THE WEBSITE, NEARMAP MAKES NO

REPRESENTATIONS OR WARRANTIES AS TO THE ACCURACY,

CORRECTNESS OR RELIABILITY OF ANY PRODUCT OR CONTENT

CONTAINED ON THE WEBSITE. THE PRODUCTS AND THE WEBSITE ARE

SUBJECT TO ERRORS, OMISSIONS, INACCURACIES AND DISTORTIONS

AND NEARMAP WILL NOT BE RESPONSIBLE FOR, OR LIABLE FOR ANY

CLAIMS MADE BY OR ARISING OUT OF, ANY PERSON OR ENTITY SEEKING

TO RELY ON ANY OF THE PRODUCTS OR THE WEBSITE.

9.3 LIMIT OF LIABILITY NEARMAP’S LIABILITY FOR: (A) A BREACH OF A

WARRANTY UNDER SECTION 5.2; OR (B) A BREACH OF A WARRANTY

WHICH IS IMPLIED OR IMPOSED IN RELATION TO THIS LICENSE UNDER

LEGISLATION AND CANNOT BE EXCLUDED, WILL BE LIMITED TO, AT

NEARMAP’S OPTION, REPLACING OR REPAIRING THE PRODUCTS OR

SUPPLYING PRODUCTS EQUIVALENT TO THE RELEVANT PRODUCTS, OR

PAYING THE COST OF REPLACING OR REPAIRING THE PRODUCTS.

9.4 NO LIABILITY FOR CLAIMS TO THE EXTENT PERMITTED BY LAW, IN NO

EVENT WILL NEARMAP, ITS CONTENT PROVIDERS, AGENTS OR

AFFILIATES BE LIABLE FOR ANY CLAIMS OF ANY KIND ARISING FROM OR

CONNECTED WITH THE USE OF THE WEBSITE OR THE PRODUCTS, OR

THE UNAVAILABILITY OF THE SAME, INCLUDING BUT NOT LIMITED TO

LOSS OF USE, LOSS OF PROFITS OR LOSS OF DATA, AND DIRECT,

INDIRECT, INCIDENTAL, PUNITIVE AND CONSEQUENTIAL DAMAGES,

WHETHER IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO

NEGLIGENCE) OR OTHERWISE. THE LICENSEE IS RESPONSIBLE FOR

THE ENTIRE COST OF ALL SERVICING, REPAIR OR CORRECTION

REQUIRED DUE TO THE LICENSEE’S USE OF THIS WEBSITE OR THE

PRODUCTS. THIS EXCLUSION APPLIES, WITHOUT LIMITATION, TO ANY

CLAIMS CAUSED BY OR RESULTING FROM RELIANCE BY A USER ON ANY

INFORMATION OBTAINED FROM NEARMAP.

9.5 AGGREGATE LIMIT IN NO EVENT WILL THE AGGREGATE LIABILITY OF

NEARMAP, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING

NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), PRODUCT

LIABILITY, STRICT LIABILITY OR OTHER THEORY, ARISING OUT OF OR

RELATING TO THE USE OF THE PRODUCTS EXCEED ANY COMPENSATION

OR FEE THE LICENSEE HAS PAID, IF ANY, TO NEARMAP FOR ACCESS TO

OR USE OF THE PRODUCTS OVER THE 12 MONTH PERIOD PRIOR TO THE

ALLEGED DEFAULT, BREACH OR EVENT GIVING RISE TO THE LIABILITY.

17. DEFINITIONS

In this Agreement:

Affiliate means, with respect to Nearmap, any entity that controls or is controlled by such

party, or is under common control with Nearmap. For purposes of this definition, an entity

shall be deemed to control another entity if it owns or controls, directly or indirectly, at

least fifty per cent (50%) of the voting equity of another entity (or other comparable

interest for an entity other than a corporation)

Business Days means any day other than a Saturday, a Sunday or a recognised public

holiday.

Change of Control means a transaction in which there is a change in the person or

persons holding a controlling interest in the equity of Licensee (or in the equity of any

parent entity of Licensee) and such change results in the controlling interest in the

Licensee or such parent entity being held by a Nearmap Competitor.

Claim means any claim, cost (including legal costs on a solicitor and client basis),

damages, debt, expense, tax, liability, loss, obligation, allegation, suit, action, demand,

cause of action, proceeding or judgment of any kind however calculated or caused, and

whether direct or indirect, consequential, incidental or economic.

Commencement Date means the date as specified in Schedule 1.

Commercial Purpose means to distribute, transfer, sell, sub-license or pass possession

of any Products (in whole or in part) for the purpose of direct commercial benefit or gain

by the Licensee.

Content means any content provided through the Products and the License, and

includes, but is not limited to, map and terrain data and photographic imagery

Customer means a person or company who has executed an agreement with the

Licensee to enable its use of the Licensee’s Platform (and access to the Products and

information provided therein) in the normal course of its business.

Derivative Work means any new work created by or for the Licensee or any Customer

that includes or embeds all or part of a Nearmap Product.

Fault means any fault, failure, error or defect which prevents the Licensee from

accessing the Products, other than where access is prevented due to a planned outage,

because of an unforeseeable event beyond Nearmap’s reasonable control or any

conduct or activity undertaken by the Licensee, the Licensee’s employees or agents.

Fees means the fees specified in the Schedule 1, or as otherwise agreed in writing

between Nearmap and the Licensee.

Intellectual Property Rights includes all industrial and intellectual property rights

throughout the world including copyright, moral rights, trademarks, patents, rights to

protect confidential information and any similar rights.

Land Parcel means a specific parcel of land with a specific address.

Late Payment Fee means a fee, as notified by Nearmap to the Licensee, corresponding

to the costs incurred by Nearmap (including, without limitation, administrative and other

costs) in recovering any payment not made by the Licensee on the due or scheduled

date for payment. Late fees incur interest at the rate of 1.5% per month.

License means the license granted in section 1.1.

Licensee means the person or entity specified in Schedule 1.

Licensee’s Platform means all software, web-pages and sub-sites for the PlaceMaker platform

Nearmap means Nearmap US, Inc.

Nearmap Competitor means any company which is actively researching and/or

developing and/or commercializing the sale of aerial imagery and associated products

and services in which Nearmap is also active in.

Operational Hours means 9am to 5pm PT.

Period has the meaning given in Schedule 1.

Periodic Data Allowance has the meaning given in Schedule 1.

Products means any Nearmap products specified in Schedule 1.

Schedules means the schedules to this Agreement, which form part of this Agreement.

Term has the meaning given in Schedule 1, commencing on the Commencement Date.

Third Party Providers means third party providers of products and services to Nearmap.

Transaction means:

(a) each time the Licensee’s Customers access a static orthogonal imagery for a

specific Land Parcel within the Licensee’s Platform downloaded through the use of

the Product; and

(b) each time the Licensee distributes a report to its Customers which incorporates a

static orthogonal imagery for a specific Land Parcel downloaded through use of

the Products.

Unlawful Purpose means any unlawful purpose, including but not limited to stalking,

harassing or intimidating any person or engaging in misleading or deceptive conduct.

Website means all pages and sub-sites available within the nearmap.com domain.