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Cardinal Systems License and Software Support Agreement

PLEASE READ THE CARDINAL SYSTEMS SOFTWARE LICENSE AGREEMENT AND MAKE SURE YOU UNDERSTAND THE AGREEMENT BEFORE DOWNLOADING OR USING ANY CARDINAL SYSTEMS SOFTWARE.

PLEASE INDICATE ACCEPTANCE OR NON-ACCEPTANCE OF THE CARDINAL SYSTEMS SOFTWARE LICENSE AGREEMENT BELOW. YOU MUST ACCEPT THE SOFTWARE LICENSE BEFORE DOWNLOADING OR USING ANY CARDINAL SYSTEMS SOFTWARE.

DO NOT ACCEPT

CARDINAL SYSTEMS SOFTWARE LICENSE AND SOFTWARE SUPPORT AGREEMENT
Vr Mapping Software

By clicking on the "Accept" button, you (either an individual or an entity, together with your employees, referred to herein as "you" or "your") are consenting to be bound by, and are becoming a party to, this Software License Agreement (the "Agreement"), which is a legal document between you and Cardinal Systems, LLC, a Florida limited liability company and its suppliers and licensors ("Cardinal"). If you do not agree to all of the terms of this Agreement, click the "Do Not Accept" button and do not continue with installation of the accompanying software.

By installing or using the software, you are consenting to be bound by, and are becoming a party to, this Agreement. If you do not agree with all of the terms of this Agreement, you are not licensed to use the software, and you must remove the software from your computer and destroy any tangible copies of the software in your possession or control.

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SOFTWARE LICENSE
Vr Mapping Software

1. License Grant.

1.1. In consideration of payment of the license fee and your entering into this Agreement, Cardinal hereby grants to you, the licensee, a nonexclusive, nontransferable, limited right and license ("License") to use the accompanying Vr Mapping software (the "Software"), together with the operation instructions, user manuals, help files and all technical information and materials, in written or electronic form, provided by Cardinal to you and that are intended for use in connection with the Software (together, the "Documentation") on a single computer, with a single CPU, at a single location anywhere in the world, excluding India, Nepal, Bhutan, Sri Lanka and Bangladesh (the "Excluded Territory"). If the single computer on which you use the Software is a multi-user or network system, the License covers only one user on that single system. The Software is "in use" on a computer when it is loaded into the temporary memory (i.e., RAM) of that computer. If you have purchased a License from Cardinal for use of the Software by multiple users (a “Network License”), you may install the Software on multiple computers and permit a number of your employees up to the number of user licenses you have purchased to concurrently use the Software, provided that you maintain an active Internet connection for each such computer so that the Network License may be authenticated through the Cardinal server. In the event you do not maintain an active Internet connection for each such computer or Internet service is unavailable to you or Cardinal, the Network License will cease to be available until service is restored. You may only permit your authorized employees to access and use the Software. Under no circumstances may you disclose to or permit personnel other than your authorized employees to use the Software, including but not limited to employees of affiliated companies, subcontractors or consultants. Cardinal reserves all rights not expressly granted to you.

1.2. There are technological measures in this Software that are designed to prevent unlicensed use of the Software. Cardinal will use those measures to confirm you have a legally licensed copy of the Software. If you are not using a licensed copy of the Software, you are not allowed to run the Software or future Software updates. Cardinal will not collect any personally identifiable information from your computer during this process. You may need to reactivate the Software if you modify your computer hardware or move the system clock backwards. Cardinal reserves the right to update, change and (or) disable the Software at any time.

2. Ownership of Software. As the licensee, you own the magnetic or other physical media on which the Software is originally or subsequently recorded or fixed, but Cardinal retains title to and ownership of the Software recorded on the physical media and all subsequent copies of the Software, regardless of the form or media in or on which the original and other copies may exist. The License is not a sale of the original Software or any copy. You acknowledge and agree that, as between the you and Cardinal, Cardinal retains the sole right, title and interest in and to the: (i) Software and Documentation, (ii) all patents, copyrights, trade secrets, and other intellectual property rights with respect to the Software and Documentation, and (iii) suggestions made by you for the Software, even if such suggestions are incorporated into subsequent versions of the Software.

3. Copy Restrictions. The Software and Documentation are protected by United States and foreign patent, copyright, trade secret, and other intellectual property laws. Unauthorized copying of the Software or Documentation, including Software that has been modified, merged, or included with other software, is expressly forbidden. You may be held legally responsible for any patent, copyright, trade secret, or other intellectual property infringement or misappropriation that is caused or encouraged by your failure to abide by the terms of this Agreement. Subject to these restrictions, and if the Software is not copy-protected, you may make one (1) copy of the Software solely for backup purposes, provided that the copy includes all copyright and proprietary rights notices embedded in the Software and that you reproduce any such notices on the physical media on which the copy is stored. You may not make any copies of the Documentation.

4. Use Restrictions. Upon prior written consent from Cardinal, you may physically transfer the Software from one computer to another located outside the Excluded Territory, provided that the Software is removed from the prior computer and you provide Cardinal with written certification of such removal. You may not electronically transfer the Software from one computer to another over a network. You may not, nor allow any third party to: (i) modify, adapt, translate, decompile, disassemble, or reverse engineer the Software; (ii) remove any product identification or proprietary rights notices; (iii) lease, lend, use the Software for timesharing or service bureau purposes; (iv) except with Cardinal’s prior written permission, publish any performance or benchmark tests or analysis relating to the Software; or (v) otherwise use the Software or Documentation except as expressly provided herein. You may not distribute copies of the Software or Documentation to others. You may not modify, adapt, translate, or create derivative works based on the Documentation without the prior written consent of Cardinal.

5. Transfer Restrictions. You may not transfer, assign or delegate your rights or duties under this Agreement without the prior written consent of Cardinal; provided however, that you may assign your rights in whole (but not in part) to any entity that acquires substantially all of your stock or assets, or to the surviving corporation of any merger, consolidation or reorganization to which you are a party. No such assignment shall be effective unless (i) you notify Cardinal of the assignment in writing and (ii) the assignee agrees in writing to abide by the terms of this Agreement. Any assignment in violation of the foregoing shall be void.

6. Termination. This Agreement (including the License and any Network Licenses) is effective until terminated. Cardinal may terminate this Agreement with or without cause at any time upon ten (10) days prior written notice to you. This Agreement will terminate automatically without notice from Cardinal if you fail to comply with any provision of this Agreement. Upon any such termination, all of your rights to use the Software and Documentation shall immediately cease and you shall promptly destroy all copies of the Software and Documentation, including modified copies, if any. Any obligations to pay fees to Cardinal prior to termination, and the provisions of Sections 2, 3, 4, 8 and 9, shall survive termination of this Agreement for any reason. Termination is not an exclusive remedy and all other remedies will be available whether or not this Agreement is terminated.

Limited Warranty and Disclaimer

7. Limited Warranty. Cardinal warrants that, for a period of thirty (30) days from the date you receive the Software, the medium, if any, upon which the Software is provided to you by Cardinal will be free from defects in material and workmanship under normal use. Cardinal hereby limits the duration of any implied warranty on the medium to the period stated above. Some states do not allow limitations on duration of an implied warranty, so the above limitation may not apply to you. Cardinal’s entire liability and your exclusive remedy as to the defective medium shall be, at Cardinal’s option, either (i) return of the license fee paid or (ii) replacement of the medium that does not comply with the above limited warranty and which is returned to Cardinal with a copy of the receipt. If failure of the medium has resulted from accident, abuse or misapplication, Cardinal shall have no responsibility to replace the medium or to refund any license fee. Any replacement medium will be warranted for the remainder of the original warranty period or thirty (30) days from delivery of the replacement, whichever is longer. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS. YOU MAY HAVE OTHER RIGHTS, WHICH VARY FROM STATE TO STATE.

8. DISCLAIMER. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, THE SOFTWARE AND DOCUMENTATION ARE PROVIDED "AS IS", WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF PERFORMANCE OR MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. IF THE SOFTWARE OR DOCUMENTATION IS DEFECTIVE YOU, AND NOT CARDINAL OR ITS DEALERS, DISTRIBUTORS, AGENTS, OR EMPLOYEES, ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY CARDINAL, ITS DEALERS, DISTRIBUTORS, AGENTS, OR EMPLOYEES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THE WARRANTY SET FORTH IN SECTION 7 ABOVE. Cardinal does not warrant that the Software will meet your requirements, that your use of the Software will be uninterrupted, or that the operation of the Software will be error-free or secure. Further, Cardinal does not warrant, guarantee, or make any representations regarding the results of the use of the Software or Documentation in terms or correctness, accuracy, reliability, currency, or otherwise. The entire risk as to the results and performance of the Software is assumed by you.

9. LIMITATION AND EXCLUSION OF LIABILITY. The aggregate liability of Cardinal, its resellers, and anyone else who has been involved in the creation, production, marketing, distribution, or delivery of the Software, for damages arising from any cause of action whatsoever relating to the Software or this Agreement shall be limited to $2,000, reduced on a straight-line basis over a period of three (3) years from your acceptance of this Agreement. NEITHER CARDINAL NOR ANYONE ELSE WHO HAS BEEN INVOLVED IN THE CREATION, PRODUCTION, MARKETING, DISTRIBUTION, OR DELIVERY OF THE SOFTWARE SHALL BE LIABLE FOR LOSS OF OR DAMAGE TO RECORDS OR DATA; COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY; OR ANY SPECIAL, DIRECT, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION AND THE LIKE) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE, EVEN IF CARDINAL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

General Provisions

10. Taxes. You are responsible for the cost of shipping, for payment of all applicable sales, use and other taxes and all applicable export and import fees, customs duties and similar charges (other than taxes based on Cardinal’s net income) arising from the payment of license or maintenance fees or the delivery or license of the Software or Documentation.

11. Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Florida, without regard to principles of choice of law (whether of the State of Florida or any other jurisdiction) that would cause the application of the laws of any other jurisdiction; provided, however, the Uniform Computer Information Transactions Act ("UCITA") shall not apply to this Agreement or any performance hereunder, and the parties expressly opt out of the applicability of UCITA to this Agreement.

12. Severability. If a provision of this Agreement or portion thereof is found to be invalid or unenforceable under applicable law, it shall be omitted from this Agreement without invalidating the remainder of such provision or the remaining provisions of this Agreement.

13. Export Controls. The Software is subject to U.S. export control laws and regulations and Licensee agrees to comply with all such applicable laws and regulations.

14. U.S. Government Restricted Rights. The Software and Documentation are provided with 'Restricted Rights.' Use, duplication or disclosure by the Government is subject to restrictions as set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or subparagraphs (c)(1) and (2) of the Commercial Computer Software - Restricted Rights at 48 CFR 52.227-19, as applicable. Contractor/manufacturer is Cardinal Systems, LLC.

15. Successors and Assigns. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties, their successors and permitted assigns.

16. Entire Agreement. This Agreement represents the entire agreement between the parties with respect to the subjects herein, and expressly supersedes and cancels any prior oral or written agreements on the subjects herein. Each party acknowledges that it is not entering into this Agreement on the basis of any representations not expressly contained herein. Other than as specified herein, this Agreement may only be supplemented or modified by an amendment in writing executed by the parties. No additional or conflicting term in a purchase order or other document shall have any effect.

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SOFTWARE SUPPORT AGREEMENT
Vr Mapping Software

By clicking on the "Accept" button, you (together with your employees and agents, referred to herein as "you" or "your") are consenting to be bound by, and are becoming a party to, this Software Support Agreement (the "Agreement"), which is a legal document between you and Cardinal Systems, LLC, a Florida limited liability company ("Cardinal"). If you do not agree to all of the terms of this Agreement, click the "Do Not Accept" button.

This Agreement sets forth the terms and conditions on which Cardinal will provide maintenance and support services to you for the Vr Mapping software (the "Software") licensed to you by Cardinal pursuant to the separate Software License Agreement entered into between you and Cardinal (the "License Agreement"). This Agreement does not cancel or change any terms or conditions previously set forth in the License Agreement. Capitalized terms not specifically defined below have the same meaning as in the License Agreement.

Maintenance Services

1. Services. In consideration for your payment of fees pursuant to Section 5 below and your entering into this Agreement, Cardinal shall provide the maintenance and support services described in this Section 1 ("Maintenance Services") directly, or through its resellers or contractors.

a. Access to Support. During normal business hours (9:00 a.m. to 5:00 p.m. Eastern Time, Cardinal-designated holidays excepted), Cardinal will provide you with technical assistance by telephone regarding the installation and use of the Software in accordance with the license terms set forth in the Software License Agreement, the identification of Software problems, and the reporting of Bugs. You may access support via telephone or electronic mail, at the support numbers, locations, and addresses set forth on the Cardinal website or as communicated to you from time to time by Cardinal. The cost of communicating with Cardinal will be your responsibility and is not included in the Maintenance Services fees. If support staff is not available at the time of your call, support staff will endeavor to return the call within 24 hours. Cardinal is not obligated to provide on-site support of the Software, nor is Cardinal obligated to provide support for the operating system or hardware upon which the Software is installed.

b. Software Updates and Enhancements. Cardinal may, from time to time, release Updates or Enhancements (as defined below). Cardinal will endeavor to notify you when an Update or Enhancement has been released. Updates will be available to you at no additional charge. Enhancements will be available in accordance with Cardinal’s standard charges. You acknowledge and agree that Cardinal is under no obligation to make available any Updates or Enhancements under this Agreement and that the obligation to make available to you any Updates or Enhancements under this Agreement applies only to those Updates or Enhancements which have been commercially released by Cardinal to licensees of the Software. "Enhancements" means the object code versions of the Software that have been customized, enhanced, or otherwise modified by Cardinal acting in its sole discretion to include additional functionality, and that have been commercially released to Cardinal’s other licensees of the Software with a change in the first or second digit of a version number (e.g., from 4.0 to 5.0). "Updates" means the object code versions of the Software that have been developed by Cardinal to correct any Bugs therein and that have been commercially released to Cardinal’s other licensees of the Software with a change in the first or second digit of a version number (e.g., from 4.0 to 4.1).

2. Retirement of Releases and Software.

a. Releases. Cardinal will provide Maintenance Services for the Software version from the date the version becomes generally available until such version is retired. Cardinal may retire (i.e., discontinue problem determination and Bug fixes) prior commercial releases of the Software as follows: (i) two (2) months after the commercial release of an Update; and (ii) no sooner than six (6) months after the commercial release of an Enhancement. Notwithstanding the foregoing, Cardinal will provide telephone support, during normal business hours, with respect to questions regarding the "how-to" use of a retired release of the Software for six (6) months following its retirement.

b. Software. During the update process, Cardinal may find it necessary to remove older, outdated software products (which may include the Software) from its product line. In such cases, the removed software product will be supported until a suitable replacement is supplied to you by Cardinal, or another suitable vendor, or until the termination or expiration of this Agreement. If software from another suitable vendor is used, Cardinal will not be responsible for the purchase of that software or its support. The determination of an appropriate replacement for outdated software will be made by Cardinal in its sole discretion.

3. Change of Platform. If Cardinal chooses to modify the Software for operation on a different hardware or software platform, you will bear the cost for any additional hardware and software necessary to run the Software. Cardinal is not responsible for educating you regarding the use of the hardware and software platform.

4. Term and Termination. Cardinal will provide Maintenance Services for a term of one (1) year from the date that you receive license keys from Cardinal for use of the Software. Such term shall be renewed automatically each year thereafter for an additional one (1) year renewal term unless terminated by either party as provided herein. You may terminate Maintenance Services at the end of any term or renewal term by giving written notice to Cardinal at least thirty (30) days prior to the end of such term or renewal term. Either party may terminate Maintenance Services if the other party breaches any material term or condition of this Agreement and such breach is not remedied within thirty (30) days after receiving written notice thereof. Notwithstanding the foregoing, Cardinal may immediately, by written notice to you, suspend or terminate Maintenance Services if you fail to make any payment pursuant to Section 5 below. Maintenance Services shall terminate automatically upon any termination of this Agreement. If Cardinal terminates this Agreement for any reason, Cardinal will not be required to refund the Maintenance Services fees or any portion thereof. If you terminate this Agreement for breach by Cardinal, Cardinal will refund to you a pro-rata portion of the Maintenance Services fees for the remainder of the then-current term.

5. Fees. The fee for the first year of Maintenance Services will be as specified by Cardinal or its reseller and must be paid by you prior to Cardinal’s provision of any Maintenance Services. The applicable fee for any renewal term shall be Cardinal’s or its reseller’s then prevailing price. For each renewal term, Maintenance Services fees will be billed on an annual basis, payable in advance and due within thirty (30) days of the date of invoice. In the event coverage for Maintenance Services lapses as a result of termination either by you for any reason or by Cardinal for your non-payment, renewal of such Maintenance Services shall require payment by you of a reinstatement fee equal to the Maintenance Services fees for the lapsed period, plus full payment for the subsequent annual term.

6. Transfer Restrictions. You may not transfer, assign or delegate your rights or duties under this Agreement without the prior written consent of Cardinal; provided however, that you may assign your rights in whole (but not in part) to any entity that acquires substantially all of your stock or assets, or to the surviving corporation of any merger, consolidation or reorganization to which you are a party; provided that such entity acquires all of your rights under the Software License. No such assignment shall be effective unless (i) you notify Cardinal of the assignment in writing and (ii) the assignee agrees in writing to abide by the terms of this Agreement. Any assignment in violation of the foregoing shall be void

Exclusions and Disclaimers

7. Exclusions. Cardinal will have no obligation to support (i) Software modified other than as specifically directed or approved in writing by Cardinal; (ii) use of the Software other than in strict accordance with the Documentation; or (iii) Software installed on any computer hardware or used in combination with any other software, except as specified in the Documentation.

8. DISCLAIMER. THIS AGREEMENT CONSTITUTES A SERVICE CONTRACT AND NOT A PRODUCT WARRANTY. You acknowledge and agree that under no circumstances does Cardinal or its resellers represent or warrant that all Bugs can be remedied.

9. Limitation and Exclusion of Liability. The aggregate liability of Cardinal, its resellers, and anyone else who has been involved in the creation, production, marketing, distribution, or delivery of the Software or Maintenance Services, for damages arising from any cause of action whatsoever relating to the obligations of Cardinal and/or its resellers to provide Maintenance Services shall be limited to the amount paid by you for such Maintenance Services for the year in which the cause of action arises. NEITHER CARDINAL NOR ANYONE ELSE WHO HAS BEEN INVOLVED IN THE CREATION, PRODUCTION, OR DELIVERY OF THE SOFTWARE OR MAINTENANCE SERVICES SHALL BE LIABLE FOR LOSS OF OR DAMAGE TO RECORDS OR DATA; COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY; OR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION AND THE LIKE) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE OR RECEIVE THE MAINTENANCE SERVICES, EVEN IF CARDINAL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

General Provisions

10. Taxes. You are responsible for the cost of shipping, for payment of all applicable sales, use and other taxes and all applicable export and import fees, customs duties and similar charges (other than taxes based on Cardinal’s net income) arising from the payment of Maintenance Services fees or the provision of Maintenance Services.

13. Successors and Assigns. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties, their successors and permitted assigns.

14. Entire Agreement. This Agreement represents the entire agreement between the parties with respect to maintenance and support services for the Software, and expressly supersedes and cancels any prior oral or written agreements on the subjects herein. Each party acknowledges that it is not entering into this Agreement on the basis of any representations not expressly contained herein. Other than as specified herein, this Agreement may only be supplemented or modified by an amendment in writing executed by the parties. No additional or conflicting term in a purchase order or other document shall have any effect.

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CREDITS

Portions of this product utilize GLIB, Copyright (C) 1995-1997 Peter Mattis, Spencer Kimball and Josh MacDonald.
Portions of this product utilize GTS, Copyright (C) 1999 Stéphane Popinet.
Portions of this product utilize ANN, Copyright (c) 1997-2005 University of Maryland and Sunil Arya and David Mount. All Rights Reserved.
Portions of this product utilize software from the Independent JPEG group.
Portions of this product utilize Python, Copyright (c) 2001, 2002, 2003, 2004 Python Software Foundation; All Rights Reserved.
Portions of this product utilize the ECW compression library, Copyright 1998 Earth Resource Mapping Ltd.
Portions of this product utilize TIFF image library, Copyright (c) 1991-1997 Sam Leffler and Copyright (c) 1991-1997 Silicon Graphics, Inc.
Portions of this product utilize XBASE, Copyright (C) 1997 Gary A. Kunkel
Portions of this computer program are copyright (c) 1995-2005 LizardTech, Inc. All rights reserved. MrSID is protected by U.S. Patent No. 5,710,835. Foreign Patents Pending.
The following third party libraries used by this product are licensed under the LGPL and are made available with source code. You may request the source code by contacting Cardinal Systems, LLC, and we will provide the source for a nominal fee. The libraries include: GLIB, GTS, ANN, LIBUSB and XBASE.