MAS - Nearmap US, Inc. - 47QTCA22D00A0

GENERAL SERVICES ADMINISTRATION

Federal Supply Service

Authorized Federal Supply Schedule FSS Price List

On-line access to contract ordering information, terms and conditions, up-to-date pricing, and the option to create an electronic delivery order are available through GSA Advantage!®, a menu-driven database system. The INTERNET address GSA

Advantage!® is: GSAAdvantage.gov.

Multiple Award Schedule

FSC Group: INFORMATION TECHNOLOGY

Contract Number: 47QTCA22D00A0

Contract period: JUN 27, 2022 – JUNE 26, 2027

Nearmap US, Inc 1850 W Ashton BLVD

Suite 500 Lehi, UT 84043-6438

801-231-0563 www.nearmap.com

CONTRACT ADMINISTRATOR: Regan Bushnell regan.bushnell@nearmap.com

Business size: Large

For more information on ordering from Federal Supply Schedules go to the GSA

Schedules page at GSA.gov.

Prices Shown Herein are Net (discount deducted)

Price List Current as of Modification PS-0015, September 10, 2025 mailto:regan.bushnell@nearmap.com

CUSTOMER INFORMATION

1a. Table of awarded special item number(s) with appropriate cross-reference to item descriptions and awarded price(s).

SINs Recovery SIN Title 511210 511210RC Information Technology IT Software 541370GEO 541370GEO Earth Observation Solutions

OLM OLMSTLOC

OLMRC

Order Level Materials (OLM’s)

1b. Identification of the lowest priced model number and lowest unit price for that model for each special item number awarded in the contract. This price is the Government price based on a unit of one, exclusive of any quantity/dollar volume, prompt payment, or any other concession affecting price. Those contracts that have unit prices based on the geographic location of the customer, should show the range of the lowest price, and cite the areas to which the prices apply. See Page 4

1c. If the Contractor is proposing hourly rates, a description of all corresponding commercial job titles, experience, functional responsibility and education for those types of employees or subcontractors who will perform services shall be provided. If hourly rates are not applicable, indicate “Not applicable” for this item. See Page 4

2. Maximum order:

SINs Maximum Order 511210 $500,000

541370GEO $1,000,000

OLM $250,000

3. Minimum order: $100

4. Geographic coverage (delivery area). 48 States and D.C.

5. Point(s) of production (city, county, and State or foreign country).

1850 W ASHTON BLVD STE 500

LEHI, UT 84043-6438

6. Discount from list prices or statement of net price. Government Net Prices (discounts already deducted.)

7. Quantity discounts. Contact Contractor

8. Prompt payment terms. Information for Ordering Offices: Prompt payment terms cannot be negotiated out of the contractual agreement in exchange for other concessions. Net 30 Days

9. Foreign items (list items by country of origin). Not Applicable

10a. Time of delivery. (Contractor insert number of days.) Contact Contractor

10b. Expedited Delivery. Items available for expedited delivery are noted in this price list. Contact Contractor

10c. Overnight and 2-day delivery. Contact Contractor

10d. Urgent Requirements. Contact Contractor

11. F.O.B. point(s). Destination

12a. Ordering address(es).

1850 W ASHTON BLVD STE 500

LEHI, UT 84043-6438

12b. Ordering procedures: Ordering procedures: See Federal Acquisition Regulation (FAR) 8.405-3.

13. Payment address(es).

1850 W ASHTON BLVD STE 500

LEHI, UT 84043-6438

14. Warranty provision. Standard Commercial Warranty Terms & Conditions

15. Export packing charges, if applicable. Not Applicable

16. Terms and conditions of rental, maintenance, and repair (if applicable). Not Applicable

17. Terms and conditions of installation (if applicable). Not Applicable

18a. Terms and conditions of repair parts indicating date of parts price lists and any discounts from list prices (if applicable). Not Applicable

18b. Terms and conditions for any other services (if applicable). Not Applicable

19. List of service and distribution points (if applicable). Not Applicable

20. List of participating dealers (if applicable). Not Applicable

21. Preventive maintenance (if applicable). Not Applicable

22a. Special attributes such as environmental attributes (e.g., recycled content, energy efficiency, and/or reduced pollutants). Not Applicable

22b. If applicable, indicate that Section 508 compliance information is available for the information and communications technology (ICT) products and services and show where full details can be found (e.g.

contractor’s website or other location.) ICT accessibility standards can be found at:

https://www.Section508.gov/. Not Applicable

23. Unique Entity Identifier (UEI) number. EC29EN9242DS9

24. Notification regarding registration in System for Award Management (SAM) database. Contractor registered and active in SAM.

www.nearmap.com

PRODUCT SPECIFICATIONS

Nearmap is a subscription-based service with !exible options tailored to suit your needs. Your users will always have access to reliable, current imagery to more con"dently derive insights and make decisions, helping save time and reduce costs through virtual site visits.

Vertical/Ortho

• Resolution: 2.2 – 3” GSD

• High-resolution, top-down imagery

• Simple integrations into GIS software

3D Viewer

• 360-degree, immersive view of 3D textured mesh

• Pan, zoom, gather accurate dimensions

Panorama

• Resolution: 2.2 – 3” GSD

• Multi-perspective aerial views at a

45-degree angle

• View all cardinal directions—N, S, E, W—in a seamless mosaic

3D Export

• 3D data sets: DSM, Point Cloud, Textured Mesh, True Ortho

• File formats: 3MX, SLPK, B3DM, OSGB, OBJ, FBX, GeoTIFF, JPEG, ASCII, LAS

• Available via MapBrowser or o#ine delivery

Oblique

• Resolution: 3” GSD

• Multi-perspective aerial views at a 45-degree angle

• View all cardinal directions with a gallery of individual source images

AI Datasets

• View AI Layers to help you identify objects and other location attributes

• On-demand export and APIs for easy third-party integration

• Growing list of AI Packs: impervious surfaces, vegetation, building footprints, constuction site and more

A few of our government partners

Nearmap Products Agreement and Schedules – GSA 1

v. 06.23.2022

PRODUCTS AGREEMENT

Recitals

A. Nearmap is a provider of aerial imagery and location data and associated products and services.

B. Nearmap agrees to supply the Customer, an “Ordering Activity” (an entity entitled to order under GSA Schedule contracts as de fined in GSA Order OGP 4800.2l, as may be revised from time to time),with the Products described in the Schedule Price List, subject to the terms of this agreement, the Additional Terms and Conditions, Product- Specific Terms, any Schedules hereunder, the Schedule Contract, the Quote (if applicable), and the relevant ordering documentation required under the Schedule Contract, which together constitute the legal agreement between the Licensee and Nearmap (the “Agreement”). Nearmap will look solely to Ordering Activity to enforce any violation or breach of this Agreement by such individuals, subject to Federal law.

Definitions of capitalized words are set out in section 18 of the Agreement.

1. GRANT OF LICENSE TO USE PRODUCTS

1.1 Grant Subject to the terms of this Agreement, Nearmap grants to the Licensee a limited, non-exclusive, non-transferable license for the Term to use the Products for and to the extent of the Permitted Purpose (the “License”).

1.2 Authorized Users The Products available under this License are only to be used by the total number of Authorized Users. The Licensee shall implement reasonable controls to ensure that it does not exceed the number of Authorized Users. If the number of users exceeds the total number of Authorized Users, the Licensee will be in breach of this Agreement.

1.3 Renewal Upon the expiration of the initial Term, this Agreement, this Agreement may be renewed by mutual agreement of the parties.

1.4 Replacement Product Nearmap may from time to time supply the Licensee with a replacement Product of no lesser quality than the previously supplied Product at its absolute discretion. If requested by Nearmap, the Licensee must stop using any previously supplied Product and use the replacement Product from the date of delivery from Nearmap. Nothing in this section shall impair the U.S. Government’s right to recover for fraud or crimes arising out of or related to this Contract under any federal fraud statute, including the False Claims Act, 31 U.S.C.

3729-3733. Furthermore, this section shall not impair nor prejudice the U.S.

Government’s right to express remedies provided in the GSA Schedule Contract (e.g., clause 552.238-81 – Price Reductions, clause 52.212-4(h) – Patent Indemnification, and GSAR 552.215-72 – Price Adjustment – Failure to Provide Accurate Information).

1.5 Acknowledge Nearmap source The Licensee must expressly acknowledge Nearmap, in a reasonably prominent manner (by displaying the Nearmap logo or other appropriate attribution), as the source of any Product or Derivative Works that the Licensee uses, copies, modifies, or distributes. Unless otherwise permitted in writing, the Licensee must not remove or cause to be removed any Nearmap logo, watermark, or other Nearmap attribution in any Product or Derivative Works.

1.6 Data Use for Government Products Nearmap measures data usage by the Licensee under this License for Government Products. When using Government Products, Nearmap’s Fair Use Policy regulates the Licensee's consumption of data during the Term (or renewal Term). The following conditions also apply to the Licensee's use of Government Products:

(a) the amount of data used by the Licensee on the Government Products will be monitored and then calculated at the end of every Term or renewal Term based on the total data of all users who access and use the Licensee's Nearmap account during that Period; and

(b) if the Licensee elects to download and/or export Government Products available to the Licensee on the Website, this will be applied to the calculation of the Licensee’s use of the Government Products.

1.7 Allowance for Non-Government Products Non-Government Products licensed to the Licensee may be subject to additional Allowance, Periodic Allowance, or Periodic Data Allowance terms that are published in the Product-Specific Terms, and if applicable, the Periodic Allowance Section.

1.8 Unavailability Subject to section 12 and the Schedule Contract and applicable task or purchase order, if a Product is not available for a period of three (3) consecutive days, the Term will be extended by the period of such unavailability.

2. RESTRICTIONS ON RIGHT TO USE PRODUCTS

2.1 Permitted Purpose The Products must only be used for the Permitted Purpose.

2.2 No right to distribute, transfer, resell, assign or sublicense This License is granted only to the Licensee. The Licensee must not distribute, transfer, resell, assign, rent, lease, or sublicense any Product or any of the Licensee’s rights under this License without Nearmap’s prior written consent.

2.3 No third party access Unless otherwise provided in this Agreement, the Licensee must not make any Product available in any medium or manner to any third party (including but not limited to the Licensee’s subsidiaries, affiliates, any lower or higher tiered governments and any neighboring local government).

2.4 Employees The Licensee may make Products available to any employee of the Licensee, subject to that person complying with the terms of the Agreement as if they were a party to it and the total number of Authorized Users has not been exceeded. Such employees are deemed to be Authorized Users. The Licensee is responsible and liable for any person who uses the Licensee’s account access details or uses Products made available to the Licensee in breach of this Agreement.

2.5 No machine learning The Licensee must not conduct machine learning work in connection with this Agreement or any Products, which includes but is not limited to any:

(a) machine learning models (including the model form and model parameters);

(b) outputs of machine learning models;

(c) software that processes or transforms input data for training a machine learning model or getting a prediction from a machine learning model into a format suitable for training or making such prediction; or

(d) software used to train a machine learning model or compute outputs of a machine learning model for a given set of input data.

2.6 No caching and creation of database Except as expressly permitted under this Agreement, the Licensee is not permitted to:

(a) use its access to the Products under this Agreement for the purposes of creating a database of imageries for resale, distribution, sublicense, or other commercial purposes and mass downloads or bulk feeds of any imagery; and

(b) pre-fetch, retrieve, cache, index, or store any Content or portion of the Products.

2.7 Restriction on integration methods The Licensee is only permitted to use API integration methods, or other integration methods, as authorized by Nearmap in writing, including but not limited to integration with the Licensee's or other third party platforms or software.

2.8 Limits on use of Website In the Licensee’s use of the Website, the Licensee must not (without the prior written consent of Nearmap):

(a) provide a link to another URL;

(b) upload content or other information to the Website (except as necessary to use the Products);

(c) do anything to damage, interfere or disrupt access to the Website or do anything which might impair its functionality;

(d) use the Website in any way to send any unsolicited email (commercial or otherwise) or any other material for marketing or publicity purposes;

(e) publish, post, distribute, disseminate, or otherwise transmit, defamatory, offensive, infringing, obscene, indecent, or other unlawful or objectionable confidential material or information;

(f) make available, upload, or distribute by any means any material or files that contain any viruses, bugs, corrupt data, “trojan horses”, “worms”, or any other harmful software;

(g) remove any content or information from the Website, other than that permitted under the terms of this License;

(h) falsify the true ownership of a Product or other material or information made available via the Website;

(i) obtain or attempt to obtain unauthorized access, through whatever means, to the Website;

(j) use the Website other than in accordance with this Agreement;

(k) attempt any of the above acts or engage, encourage or permit another person to do any of the above acts; or

(l) provide or allow access to the Website which exceeds the total number of

Authorized Users in connection with use of the Product.

2.9 Breach If the Licensee breaches any of sections 2.1 to 2.8 inclusive, Nearmap reserves its rights to terminate the Agreement in accordance with section 6.2, restrict the Licensee’s access to the Products, and take any other steps available to it at law. Termination of Federal contracts will be in accordance with FAR 52.212-4(l), FAR 52.212-4(m), and GSAR 552.238-79.

3. THE LICENSEE’S ACCESS TO PRODUCTS AND SERVICES

3.1 Authorized Users Any password/ID issued by Nearmap to an Authorized User is personal and confidential to that Authorized User. If Nearmap suspects that any password/ID is being used by an unauthorized person, by a different Authorized User to the person to whom it was issued, or the number of Authorized Users has been exceeded, Nearmap may:

(a) cancel that password/ID;

(b) restrict the Licensee’s access to the Product to low resolution imagery, or apply any other restrictions on access that Nearmap determines in its absolute discretion;

(c) immediately cease the Licensee’s access to the Product; and/or

(d) exercise any other rights available to Nearmap under the terms of this

Agreement or at law. Termination of Federal contracts will be in accordance with FAR 52.212-4(l), FAR 52.212-4(m), and GSAR 552.238-79.

Nearmap Products Agreement and Schedules – GSA 2

3.2 Downtime Nearmap will use reasonable efforts to ensure that the Website remains available but cannot guarantee that this will be the case at all times.

Nearmap agrees that, wherever possible, all planned maintenance will be done out of normal Operational Hours to ensure optimal uptime of the Website. The Licensee may elect to subscribe to the Nearmap status page at https://status.nearmap.com/ to receive notifications and updates relating to planned maintenance and uptime/downtime of the Website and APIs. When Nearmap becomes aware of any Fault, Nearmap will use reasonable efforts to:

(a) allocate such resources as may be necessary to remedy the Fault; and

(b) otherwise take all reasonable steps to remedy the Fault so as to minimize any disruption to the Licensee’s use of the Products.

3.3 Expiry The Licensee’s License will expire at the end of the Term unless renewed in accordance with section 1.3 and may be suspended or terminated, in accordance with section 6.2, if the Licensee is in breach of this Agreement.

Termination of Federal contracts will be in accordance with FAR 52.212-4(l), FAR 52.212-4(m), and GSAR 552.238-79.

3.4 Unauthorized Use Licensee shall take reasonable steps to prevent unauthorized access to the Products, including without limitation, protecting its passwords and other log-in information. The Licensee shall notify Nearmap immediately of any known or suspected unauthorized use of the Products, or breach of its security, and shall use best efforts to stop said breach and minimize the adverse impact of said breach on Nearmap.

3.5 Audit During the Term of this Agreement, and for two (2) years after termination or expiry of this Agreement, the Licensee shall maintain records regarding its use of the Products according to its record keeping policies and procedures. The Licensee shall permit Nearmap (or its auditors) access to the Licensee’s records pertaining to the Licensee’s use of the Products. Nearmap may conduct an audit

(a) upon reasonable notice to the Ordering Activity, (b) consistent with all security measures of the Ordering Activity, and (c) at Nearmap’s expense.

3.6 Reserved

4. FEES

4.1 Fees The Fees payable by the Licensee are set out in the Quote based on the pricing found in the Schedule Price List.

4.2 Payment The Fees are payable by the Licensee to Nearmap in the manner and by the due date, as set out in the GSA Schedule Contract. Payments are governed by the GSA Schedule Contract, FAR 52.232-33, -34, -37, 552.232-74, -79.

5. THE LICENSEE’S WARRANTIES

5.1 Warranty The Licensee warrants that:

(a) any information the Licensee supplies to Nearmap in respect of the Agreement is complete and correct. The Licensee must keep Nearmap informed of any change to the Licensee’s information provided to Nearmap, including any change to the Licensee’s contact details, or the details of a credit card used for payment;

(b) the Licensee will immediately notify Nearmap of any usage of any Product outside the Permitted Purpose, and provide any other information reasonably requested by Nearmap;

(c) the Licensee has the power to enter into this Agreement and to perform the obligations under it; and

(d) the Licensee has and will comply with all relevant laws relating to the Licensee’s use of the:

(i) License;

(ii) Products; and

(iii) Website.

6. TERMINATION AND EXPIRY

6.1 Initial Term This Agreement commences on the Commencement Date and continues until expiry of the Term unless terminated earlier in accordance with the terms of this Agreement or renewed under section 1.3.

6.2 Termination by Either Party Termination of Federal contracts will be in accordance with FAR 52.212-4(l), FAR 52.212-4(m), and GSAR 552.238-79.

6.3 Termination by Nearmap Termination of Federal contracts will be in accordance with FAR 52.212-4(l), FAR 52.212-4(m), and GSAR 552.238-79.

6.4 Consequences If the Agreement is terminated under sections 6.2 or 6.3 or expires at the end of the Term:

(a) the License immediately terminates and the Products will no longer be available to the Licensee;

(b) the Licensee must immediately destroy, delete, or return to Nearmap all Products; and

(c) subject to section 7.3, the Licensee and the Authorized Users are not permitted to use any Products for any purpose.

6.5 Reserved.

6.6 Continuing obligations After expiry or termination of the Agreement, or a

License, sections 1.5, 2, 4, 6.5, 7, 8, 9, 10, 13, 14, 15, and 17 will still be binding on the Licensee in relation to Products licensed or obtained during the Term.

7. INTELLECTUAL PROPERTY

7.1 Ownership Unless otherwise indicated, the Website, the Products, the Content, 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 section 1.1, no ownership or Intellectual Property Rights in the Website, any Product, or Content will pass or be licensed to the Licensee.

7.2 Trademarks The Nearmap trademarks and all associated Intellectual Property Rights are owned by Nearmap. Nothing in the Agreement confers upon the Licensee any rights to use or modify any of Nearmap’s trademarks, except that Nearmap grants the Licensee a royalty free, limited, non-exclusive, non-transferrable, non-sublicensable license to reproduce and display Nearmap trademarks only to the extent necessary to comply with the Licensee’s obligations under the Agreement. Any such reproduction and display of those marks must comply with the policies and rules Nearmap makes available to the Licensee from time to time.

7.3 Derivative Works Subject to compliance with all other terms of this Agreement, the Licensee is granted a non-exclusive right to produce and use Derivative Works for a Permitted Purpose. Unless otherwise notified to the Licensee by Nearmap, the Licensee may continue using Derivative Works following termination or expiry of this Agreement. For the avoidance of doubt, Nearmap will continue to own all rights in and to any Products and Content embedded in a Derivative Work, but all other rights in and to the Derivative Work will belong to the Licensee.

8. THIRD PARTY PROVIDERS

8.1 Nearmap engages Third Party Providers in order to provide the Products and comply with its obligations under this Agreement and for the Licensee to receive the intended benefit of this Agreement. The Licensee agrees to comply with all requirements and restrictions that Third Party Providers may impose on the Licensee directly or indirectly by imposition on Nearmap, in relation to their respective products and/or services, at the time of, or subsequent to, the Agreement. The Licensee acknowledges that provision of the Products is subject to, and dependent upon, adequate delivery of products and services by the Third Party Providers. In accordance with section 9 of the Agreement, Nearmap’s liability is reduced to the extent that loss or damage of any kind is caused or contributed to, by Third Party Providers. For the Licensee’s convenience, Nearmap has set out in this section 8 links to the terms and conditions of these Third Party Providers with which the Licensee is required to comply.

(a) Google Nearmap engages Google to supply navigation and geo-location data, and related content. By entering into the Agreement, the Licensee agrees to the Google Terms of Service as they apply to the Licensee.

https://www.google.com/enterprise/earthmaps/legal/us/maps_purchase_agree m ent_apac.html;

(b) Google Nearmap engages Google to supply navigation and geo-location data, and related content. By entering into the Agreement, the Licensee agrees to the Google Terms of Service as they apply to the Licensee.

https://www.google.com/enterprise/earthmaps/legal/us/maps_purchase_agree m ent_apac.html;

(c) Amazon Web Services (AWS) Nearmap engages Amazon Web Service, Inc. to provide services (the “AWS Services”) which enables delivery of the Products.

By entering into the Agreement, the Licensee agrees to comply with the AWS Customer Agreement (http://aws.amazon.com/agreement/) as it applies to the Licensee. Use of the Products is also subject to the Licensee’s compliance with the following AWS policies:

Privacy Policy

(http://aws.amazon.com/privacy/)

(i) Acceptable Use Policy

(http://aws.amazon.com/aup/)

(ii) Terms of Use

(http://aws.amazon.com/terms/)

(iii) Service Terms

(http://aws.amazon.com/serviceterms/)

(iv) Trademark Guidelines

(http://aws.amazon.com/trademark-guidelines/)

(d) NASA/NCAS By entering into the Agreement, the Licensee agrees to the following NASA/NCAS terms and conditions: (https://www.nearmap.com/us/en/ legal/copyright).

(e) Use of such third party software and embedded third party components shall be governed by the terms of this Agreement.

9. WARRANTY AND LIABILITY

9.1 Warranty Nearmap agrees to use industry standard GPS to ensure captured imagery has accurate geographical positioning.

9.2 DISCLAIMER OF WARRANTIES OTHER THAN AS SET FORTH IN SECTION

9.1, THE WEBSITE AND 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, MANDATARIES, AND AFFILIATES EXPRESSLY

DISCLAIM ANY AND ALL REPRESENTATIONS, WARRANTIES, CONDITIONS,

AND GUARANTEES, WHETHER EXPRESS, STATUTORY OR IMPLIED,

INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED REPRESENTATIONS,

WARRANTIES, CONDITIONS, OR GUARANTEES OF MERCHANTABILITY,

TITLE, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND

COURSE OF DEALING OR PERFORMANCE. This clause does not limit or disclaim any of the warranties specified in the GSA Schedule Contract under FAR 52.212-4(o). In the event of a breach of warranty, the U.S. Government reserves all rights and remedies under the GSA Schedule Contract, the Federal Acquisition Regulations, and the Contract Disputes Act, 41 U.S.C. 7101-7109.

9.3 NO REPRESENTATIONS WHILE NEARMAP USES REASONABLE EFFORTS

TO ENSURE THE ACCURACY, CORRECTNESS AND RELIABILITY OF THE

CONTENT, THE PRODUCTS, AND THE WEBSITE, NEARMAP MAKES NO

REPRESENTATIONS, WARRANTIES, CONDITIONS, OR GUARANTEES 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

Nearmap Products Agreement and Schedules – GSA 3

ENTITY SEEKING TO RELY ON ANY OF THE PRODUCTS OR THE WEBSITE.

This clause does not limit or disclaim any of the warranties specified in the GSA Schedule Contract under FAR 52.212-4(o). In the event of a breach of warranty, the U.S. Government reserves all rights and remedies under the contract, the Federal Acquisition Regulations, and the Contract Disputes Act, 41 U.S.C. 7101- 7109.

9.4 LIMIT OF LIABILITY EXCEPT AS PROHIBITED UNDER FEDERAL LAW, THE

SCHEDULE CONTRACT, OR THE FEDERAL ACQUISITION REGULATIONS,

NEARMAP’S LIABILITY FOR: (A) A BREACH OF A WARRANTY UNDER

SECTION 9.1; OR (B) A BREACH OF A REPRESENTATION, WARRANTY,

CONDITION, OR GUARANTEE 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. THE FORGOING LIMITATION OF LIABILITY SHALL NOT APPLY

TO THE EXTENT THAT THE NEGLIGENCE OF NEARMAP RESULTED IN

DEATH OR BODILY INJURY. WHERE ANY LIABILITY RESULTS FROM THE

JOINT OR CONCURRENT ACT OR OMISSION OF A PARTY, THE OTHER

PARTY’S LIABILITY SHALL BE IN PROPORTION TO EACH PARTY’S

ALLOCABLE SHARE OF JOINT OR CONCURRENT CONDUCT, EVEN IF ONE

OF THE PARTIES IS MORE THAN FIFTY PERCENT AT FAULT.

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

EVENT WILL NEARMAP, ITS CONTENT PROVIDERS, AGENTS,

MANDATARIES, OR AFFILIATES BE LIABLE FOR ANY CLAIMS OF ANY KIND

ARISING FROM OR CONNECTED WITH THE USE OF THE WEBSITE, THE

CONTENT 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), EXTRACONTRACTUAL LIABILITY, 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, THE CONTENT 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. This clause shall not impair the U.S. Government’s right to recover for fraud or crimes arising out of or related to this Contract under any federal fraud statute, including the False Claims Act, 31 U.S.C. 3729-3733. Furthermore, this clause shall not impair nor prejudice the U.S.

Government’s right to express remedies provided in the GSA Schedule Contract (e.g., clause 552.238-81 – Price Reductions, clause 52.212-4(h) – Patent Indemnification, and GSAR 552.215-72 – Price Adjustment – Failure to Provide Accurate Information)

9.6 AGGREGATE LIMIT EXCEPT AS PROHIBITED UNDER FEDERAL LAW, THE

GSA SCHEDULE CONTRACT, OR THE FEDERAL ACQUISITION

REGULATIONS, IN NO EVENT WILL THE AGGREGATE LIABILITY OF

NEARMAP, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING

NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED),

EXTRACONTRACTUAL LIABILITY, PRODUCT LIABILITY, STRICT LIABILITY

OR OTHER THEORY, ARISING OUT OF OR RELATING TO THE USE OF THE

PRODUCTS, THE CONTENT, OR THE WEBSITE EXCEED ANY

COMPENSATION OR FEE THE LICENSEE HAS PAID, IF ANY, TO NEARMAP

FOR ACCESS TO OR USE OF THE PRODUCTS OVER THE TWELVE (12)

MONTH PERIOD PRIOR TO THE ALLEGED DEFAULT, BREACH, OR EVENT

GIVING RISE TO THE LIABILITY.

9.7 Third Party Providers The Licensee acknowledges that Nearmap relies on the services of Third Party Providers in order to supply the Products and related services. Without limiting any of the above, to the fullest extent permitted by applicable law, Nearmap will not be liable for any loss, damage, or cost of any kind, which is caused, or contributed to, by a third party service provider.

9.8 Reserved

9.9 Reserved

10. COPYRIGHT COMPLAINTS

10.1 Subject to section 9, if any third party brings a Claim against the Licensee alleging that the Licensee’s use of the Products, in accordance with this License, infringes their copyright (“Infringement Claim”), Nearmap will defend the Licensee against the Claim and pay any settlement to which Nearmap consents or final court-awarded damages for which the Licensee is liable.

10.2 The Licensee must:

(a) promptly notify Nearmap of any such Infringement Claim;

(b) not make any admissions in relation to the Infringement Claim without Nearmap's prior written consent;

(c) permit Nearmap to conduct the defense of the Infringement Claim including all negotiations for settlement; and

(d) provide Nearmap with any assistance reasonably requested to allow Nearmap to defend the Infringement Claim.

10.3 Nearmap will have no liability for any Infringement Claim:

(a) that arises from any:

(i) use of the Product in violation of this Agreement;

(ii) modification of the Product by anyone other than Nearmap, or a party authorized by Nearmap, in writing to modify the portion of the Product applicable to the Infringement Claim; or

(iii) third-party products, services, hardware, software, or other materials, or a combination of these with the Products, which would not be infringing without this combination; or

(b) if the Licensee fails to comply with section 10.2.

(c) This clause shall not impair the U.S. Government’s right to recover for fraud or crimes arising out of or related to this Contract under any federal fraud statute, including the False Claims Act, 31 U.S.C. 3729-3733. Furthermore, this clause shall not impair nor prejudice the U.S. Government’s right to express remedies provided in the GSA Schedule Contract (e.g., clause 552.238-81 – Price Reductions, clause 52.212-4(h) – Patent Indemnification, and GSAR 552.215-72 – Price Adjustment – Failure to Provide Accurate Information).

10.4 To the maximum extent permitted by law, this section 10 sets out Nearmap’s sole and exclusive liability, and the Licensee’s sole and exclusive remedy, for any third party Infringement Claims brought against the Licensee in relation to an infringement of Intellectual Property Rights.

11. PRIVACY POLICY

11.1 Nearmap will collect, use, and disclose any personal information supplied by the

Licensee as set out in Nearmap Privacy Policy, as amended from time to time, and attached to this Agreement as Schedule 3. The Licensee hereby consents to those collections, uses, and disclosures.

11.2 To the maximum extent permitted by law, by entering into this Agreement, the Licensee expressly consents to receiving general emails relating to product updates, new products, or anything related to the usage of the product from Nearmap, but prior written consent is required to receive by email direct marketing communications from Nearmap.

11.3 By entering into this Agreement, the Licensee acknowledges that personal information provided by the Licensee in the course of accessing Products (including, without limitation, credit or debit card details provided by the Licensee for the purpose of paying Nearmap) may be disclosed to and held by one or more of Nearmap’s third party suppliers and partners (including, without limitation, providers of payment processing services), and used by those third parties in connection with the supply of Products. Nearmap will have no liability whatsoever with respect to any personal information held by a third party in connection with the supply of Products.

12. FORCE MAJEURE

12.1 Force Majeure Event If a party is unable to perform or is delayed in performing an obligation under this Agreement (except for any obligation to pay money, including Fees) because of an act of war, terrorism, hurricane, earthquake, other act of God or of nature, strike or other labor dispute, riot or other act of civil disorder, embargo, or other cause beyond the performing party’s reasonable control (“Force Majeure Event”):

(a) that obligation is suspended but only so far and for so long as that party is affected by the Force Majeure Event; and

(b) the affected party will not be responsible for any loss or expense suffered or incurred by the other party, as a result of, and to the extent that, the affected party is unable to perform, or is delayed in performing, its obligations under this Agreement because of the Force Majeure Event.

12.2 Notice of Force Majeure Event If a Force Majeure Event occurs, the party affected by the Force Majeure Event must:

(a) Promptly (when reasonably possible to do so) give the other party notice of the Force Majeure Event and an estimate of the non-performance and delay;

(b) take all reasonable steps to overcome the effects of the Force Majeure Event;

and

(c) resume compliance as soon as practicable after the Force Majeure Event no longer affects it.

13. CONFIDENTIALITY

13.1 Except as required by law, the Licensee must not use any Confidential

Information for any purpose not expressly permitted hereunder. The Licensee will disclose Confidential Information only to its employees who have a need to know, for purposes of this Agreement, and who are under a duty of confidentiality no less restrictive than the Licensee’s duty hereunder. The Licensee will protect Confidential Information from unauthorized use, access, or disclosure in the same manner as it would protect its own confidential or proprietary information of similar nature and with no less than reasonable care. Notwithstanding the foregoing, the parties agree that certain information may be subject to the Freedom of Information Act (“FOIA”) and such requests will be adm inistered under Federal law.

14. NOTICES

14.1 All notices and consents will be in writing and will be considered delivered and effective upon receipt (or when delivery is refused) when (a) personally delivered;

(b) sent by registered or certified mail (postage prepaid, return receipt requested);

(c) sent by nationally recognized private courier (with signature required and all fees prepaid); or (d) sent by email with confirmation of transmission. Notices must be sent to the Licensee at the address set forth in the Quote or relevant ordering documentation (or if none is specified, the address to which Nearmap sends invoices) and for Nearmap to 10897 South River Front Parkway, Suite 150, South Jordan, UT 84095, USA, or at another address as a party may designate in writing.

15. TECHNOLOGY EXPORT

15.1 The Licensee shall not: (a) permit any third party to access or use the Product in violation of any U.S. law or regulation; or (b) export any software provided by Nearmap, or otherwise remove it from the United States, except in compliance with all applicable U.S. laws and regulations. Without limiting the generality of the foregoing, the Licensee shall not permit any third party to access or use the Product in, or export such software to, a country subject to a United States embargo (as of the Effective Date, Cuba, Iran, North Korea, Sudan, and Syria).

16. NEARMAP NOW

16.1 Survey During the Term, the Licensee may request a survey of an area which is

Nearmap Products Agreement and Schedules – GSA 4 not covered (in its entirety or in part) by the Coverage Area (“Survey”). The Licensee must provide a detailed description of the area that is to be covered by the Survey and which is to be included in the Survey Specification. Completion of the Survey may be subject to circumstances beyond the reasonable control of Nearmap, such as weather conditions, air traffic control, FAA restrictions, or a Force Majeure Event.

16.2 Delivery of Survey Subject to sections 12 and 16.1, Nearmap will deliver the Survey to the Licensee by uploading the Survey to the Website within 6 months of the completion of the Survey capture. Nearmap will notify the Licensee in writing once the Survey has been uploaded to the Website.

16.3 Availability to other Nearmap customers Nearmap may, at its absolute discretion, allow other customers of Nearmap to access the Survey on the Website.

16.4 Other Products This Section 16 will not be applicable to the Licensee if the Licensee has not purchased a Survey.

17. MISCELLANEOUS TERMS

17.1 Reserved

17.2 Additional Terms and Conditions The Additional Terms and Conditions form part of, and should be read in conjunction with, this Agreement.

17.3 Precedence of Documents This Agreement is comprised of:

(a) the Additional Terms and Conditions;

(b) the Quote;

(c) any Product-Specific Terms; and

(d) this products agreement.

The precedence of documents is set forth in FAR 52.212-4(s). Amongst the Nearmap documents alone, the order of precedence is as set forth in (a) through

(d) above.

17.4 Independent Contractors The parties are independent contractors and will so represent themselves in all regards. Neither party is the agent of the other, and neither may make commitments on the other’s behalf. The parties agree that neither party’s employee or contractor is an employee of the other party.

17.5 Construction The parties agree that the terms of this Agreement result from negotiations between them. This Agreement will not be construed in favor of or against either party by reason for authorship.

17.6 Waiver Neither party will be deemed to have waived any of its rights under this Agreement by lapse of time or by any statement or representation other than by an authorized representative in an explicit written waiver. No waiver of a breach of this Agreement will constitute a waiver of any other breach of this Agreement.

17.7 Severability If one or more of the terms of the Agreement are found to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining terms will not be affected.

17.8 Amendments For revisions that will materially change the terms of the contract, the revised Agreement must be incorporated into the contract using a bilateral modification. A material change is (1) terms that change Government rights or obligations; (2) terms that increase Government Prices; (3) terms that decrease the overall level of service; or (4) terms that limit any other Government right addressed elsewhere in this contract.

17.9 Assignment This Agreement shall not be assigned by either party without the prior written consent of the other party which shall not be unreasonably withheld;

provided, however, that Nearmap may, upon written notice to the Licensee, assign all of its rights under this Agreement to (i) a parent, subsidiary or Affiliate of Nearmap, (ii) a purchaser of all or substantially all assets related to this Agreement, or (iii) a third party participating in a merger, acquisition, sale of assets or other corporate reorganization in which Nearmap is participating. Any attempt to assign this Agreement in violation of this provision shall be void and of no effect. This Agreement shall bind and inure to the benefit of the parties and their respective successors and permitted assigns. This Agreement may be transferred or assigned only in accordance with the procedures of FAR Part 42.12.

17.10 Entire Agreement This Agreement constitutes an addendum to a solicitation or contract, as defined in Federal Acquisition Regulation 52.212-4(s).

17.11 Counterparts This Agreement may consist of a number of counterparts and, if so, the counterparts taken together constitute one and the same instrument. This Agreement is not binding on any party unless one or more counterparts have been duly executed by, or on behalf of, Nearmap and the Licensee.

17.12 Language The parties have expressly agreed that this Agreement, and all ancillary agreements, documents, or notices relating to the Agreement, be drafted solely in the English language. Les parties aux présentes ont expressément convenu que cet accord et toute autre convention, document ou avis y afférent soient rédigés en anglais seulement.

17.13 Governing Law This Agreement is subject to and governed by the Contracts Disputes Act of 1978, 41 U.S.C §§ 7101-7109, Federal Tort Claims Act, 28 U.S.C. §1346(b)), and GSAR 552.212-4 Contract Terms and Conditions – Commercial Items (Jan 2017) (Deviation – Feb 2007) (Deviation – Feb 2018).

The validity, interpretation and enforcement of this Agreement will be governed by and construed in accordance with the Federal laws of the United States.

18. DEFINITIONS

In this Agreement:

Additional Terms and Conditions means the additional terms and conditions (if any) as attached, referenced, or set forth herein.

Affiliate means, with respect to Nearmap, any entity that controls or is controlled by Nearmap, 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 50% of the voting equity of another entity (or other comparable interest for an entity other than a corporation).

Allowance means any usage allowance the Licensee is permitted to use and/or drawn down against for any Licensed Non-Government Products.

API means application programming interface.

Authorized User means the number of persons specified in the “Seats” section of the Quote or relevant ordering documentation, who have been granted access to the Product by the Licensee pursuant to the term and conditions of this Agreement and the GSA Schedule Contract, and who either has been assigned a unique Nearmap user login credential or whom the Licensee has assigned a user login credential that enables access to the Product.

Business Days means any day other than a Saturday, a Sunday or a recognized public holiday in Utah, USA.

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 (a) for New Subscription Quotes, the date as specified in the “Contract Commencement” section or the “Subscription Start Date” section of the Quote, or the equivalent in the relevant ordering documentation, whichever is later, or

(b) for Renewal Quotes or Amendment Quotes, the date as specified in the “Subscription Start Date” section or its equivalent.

Commercial Purpose means to distribute, transfer, sell, sublicense, or pass possession of any Products (in whole or in part) for the purpose of direct commercial benefit or gain by the Licensee.

Confidential Information means the terms of this Agreement, the pricing, and any other information relating to the business, finances, strategy, methods, processes, products, metadata, services or other affairs of Nearmap or its representatives or related bodies corporate which is disclosed to, learnt by or accessed by the Licensee in connection with the Agreement, whether before or after the Licensee entered into the Agreement, whether orally, electronically, in writing or otherwise, but excludes information which:

(a) is or becomes part of the public domain otherwise than as a consequence of a breach of the Agreement;

(b) the Licensee has obtained from a source other than Nearmap which source is entitled to disclose it; or

(c) the Licensee has developed or acquired independently before the date of the

Agreement, and can provide reasonable proof.

Content means any content made available by or on behalf of Nearmap to the Licensee in connection with the License, whether or not through the Website or an API.

Coverage Area means the area specified in the “Coverage” section of the Quote or relevant ordering documentation, or more generally, the area for which Nearmap has available Products, which may cover part or all of an area covered by a Survey under section 16.

“Customer” means the Ordering Activity itself and shall not apply to, nor bind (1) the individual(s) who utilize the Software/Service/Site on Contractor’s behalf or (2) any individual users who happen to be employed by, or otherwise associated with, Ordering Activity.

Derivative Work means any new work created by or for the Licensee that incorporates, embeds, or includes all or part of a Nearmap Product or Content.

Fair Use Policy means the policy as attached as Schedule 1.

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, agents, or mandataries.

Fees means the fees specified in the Quote, payable by the Licensee for the License.

Government Products means any Products specified that are described as “Nearmap Vertical for Government” and “Nearmap Oblique for Government” and includes any other Products offered by Nearmap for government customers only where use of its License is connected to the Fair Use policy.

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 other similar rights.

License means the license granted in section 1.1.

Licensee means the person or entity specified in the “Customer Name” section of the Quote or the relevant ordering documentation. Licensee, or “Customer” for purposes of the Agreement, means an “Ordering Activity” (an entity entitled to order under GSA Schedule Contracts as defined in GSA Order OGP 4800.2I, as may be revised from time to time). For clarity, “Customer” or “Licensee” shall mean the Ordering Activity itself and shall not apply to, nor bind (1) the individual(s) who utilize the Software/Service/Site on Contractor’s behalf or (2) any individual users who happen to be employed by, or otherwise associated with, Ordering Activity. The Contractor will look solely to Ordering Activity to enforce any violation or breach of this Agreement by such individuals, subject to Federal law.

Nearmap means Nearmap US, Inc. and may also be referred to as “Contractor” in the GSA Schedule Contract.

Non-Government Products means all Products that do not fall under the definition of Government Products.

Operational Hours means 9am to 5pm PT.

Periodic Allowance or Periodic Data Allowance means the data allowance specified as part of the Schedule Price List.

Periodic Allowance Section means section 1.6 (or its equivalent).

Permitted Purpose means the use of Products by the Licensee for internal purposes in the Licensee’s ordinary business, and at all times excludes any:

(a) Commercial Purpose;

(b) Unlawful Purpose;

(c) Integration, or attempt to integrate, the Product in an internal system of the

Nearmap Products Agreement and Schedules – GSA 5

Licensee or of a third party; and

(d) Redistribution or copying of files, images, or photographs, or making such files, images, or photographs available in any medium or manner that is contained in the Products to any third party (except as expressly permitted under this Agreement).

Privacy Policy means the Nearmap Privacy Policy attached as Schedule 3.

Products means any Nearmap products specified in the Quote (and further described on the Website) and, if applicable, the Survey. For the avoidance of doubt, Products include Content.

Product-Specific Terms means additional terms and conditions that apply to certain Products attached as Schedule 2.

Quote the document produced after the Licensee places an initial order for the Product(s), requests any changes to its’ License, or renews its License. Items referenced on the Quote may be further referenced in the relevant ordering documentation as required under the GSA Schedule Contract.

Schedule means a schedule to this Agreement, where such schedule has been incorporated by reference to form part of this Agreement.

Schedule Contract or GSA Schedule Contract means the contract under which Nearmap may participate as a…