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DATA LICENSE – TERMS AND CONDITIONS Subject to Licensee's compliance with the terms and conditions of this Agreement, and subject to Licensee's payment of the applicable license fees, PennWell hereby grants to Licensee, and Licensee hereby accepts a nonexclusive, non-transferable, limited license to use the Licensed Materials for by Licensee and not for sale, sublicense, distribution, or transmission to or for a third party- any entity other than PennWell, Licensee, Subsidiaries, or Affiliates. “Licensed Materials” include electronic publications and associated databases (including any components provided by third-party suppliers), software, websites, or interfaces for the products listed on this Order Form. “Affiliate” or “Affiliates” means any entity controlled by, under common control with, or controlling the Licensee, and specifically includes without limitation Subsidiaries, partnerships, joint ventures and other entities or operation for which Licensee has operational or management responsibility. Access to Licensed Materials is limited to the number of Licensed Users as indicated in this Order Form. “Licensed Users” are persons designated by the Licensee and granted permission to access Licensed Materials by PennWell. Licensee shall protect the security of any passwords issued by PennWell to Licensed Users for accessing Licensed Materials (“Passwords”). Passwords are subject to cancellation or suspension by PennWell at any time that PennWell has a reasonable belief that passwords are being shared with non-Licensed Users or otherwise misused in other ways that violate the terms of this agreement. Licensee agrees not to (i) permit any Affiliate or Third Parties access to or use of the Data except as may specifically be set forth in this Agreement, (ii) use any Licensed Materials in the operation of a service bureau, to provide time sharing services, or in any other similar arrangement, or (iii) decompile, disassemble, or otherwise reverse engineer any Licensed Materials. Reproduction, distribution or use of this Licensed Materials in violation of this license constitutes copyright infringement in violation of federal and state law. The rights granted herein are granted only to Licensee, and do not extend to Licensee’s shareholders, parents, subsidiaries, affiliates or other related entities or persons not included in the definition of Licensee on this Order Form. Such related affiliates and persons must execute a separate order form in order to use the Licensed Materials. The rights and obligations of this Agreement shall run to the named parties, their successors in interest, authorized assigns and insurers and reinsurers. UPLOADED AND SHARED DATA ENvision provides Licensee the capability to upload, use and share mapping data in a shapefile format with other of the Licensee’s Licensed Users within the ENvision website. Shapefile uploading is at the discretion of the Licensee. Licensee controls whether to permit authorized users the ability to upload and share data with other authorized users granted access to ENvision by Licensee. PennWell employees cannot view, access or download any shapefiles uploaded by Licensee. A shapefile, is a popular geospatial vector data format for geographic information system software. It is developed and regulated by Esri® as a (mostly) open specification for data interoperability among Esri® and other software products PennWell assumes no liability for shapefiles uploaded to ENvision by Licensee. PAYMENTS, SALES TAXES Licensee shall be responsible for the payment of all invoiced amounts owed to PennWell for the Licensed Materials. All such fees shall be due and payable on net 30 day terms unless otherwise agreed in writing. Licensee shall pay all other charges incurred under the terms of this Agreement and any Schedule attached to, and made part of, this Agreement. These charges are exclusive of federal, state and local taxes based on the income of PennWell. Unless otherwise agreed in writing, PennWell will notify Licensee in writing of any changes in price for each renewal term 60 days before the expiration of the then-current term. WARRANTIES, DISCLAIMER OF WARRANTIES, AND LIMITATION OF LIABILITY THE LICENSED MATERIALS ARE PROVIDED "AS IS," AND PENNWELL MAKES NO OTHER GUARANTEE OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, REGARDING TH E CORRECTNESS, COMPLETENESS, CURRENTNESS, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE LICENSED MATERIALS OR THE METHOD IN WHICH THE LICENSED MATERIALS ARE PROVIDED. PENNWELL HEREBY DISCLAIMS AND NEGATES ANY AND ALL EXPRESS OR IMPLIED WARRANTIES, INCLUDING WARRANTIES REGARDING RESULTS LICENSEE MAY OBTAIN FROM USING THE LICENSED MATERIALS, WARRANTIES THAT ANY LICENSED MATERIALS WILL BE FREE OF INFECTION BY VIRUSES, WORMS, OR OTHER CONTAMINATING OR DESTRUCTIVE PROPERTIES, AS WELL AS THE WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. LICENSEE ACKNOWLEDGES THAT NOTHING HAS BEEN STATED OR OTHERWISE INDICATED TO LICENSEE CONTRARY TO THIS SECTION. THIS AGREEMENT IS DEEMED TO BE MADE UNDER AND SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF OKLAHOMA.
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