DiCarlo Precision Instruments, Inc. Subscriber Contract This Subscriber Contract ("Agreement") is made between ("Customer") and DiCarlo Precision Instruments, Inc. whose address is 2006 Northwood Drive, Salisbury, Maryland ("DPI"), whereby DPI will provide services, defined hereafter, (the "Services") to Customer for the fee and for the term (the "Term") selected. GENERAL TERMS AND CONDITIONS I. SERVICES For purposes of this Agreement, the Services shall be defined as follows: DPI will make available to Customer, all logged data files for post-processing purposes in the native TPS format via web based ftp site. Additionally, Customer will have access to RTK network data. II. DESIGNATED USE 1. Customer shall use the Services and the resulting data (the "Results") only for its own business use, namely for compiling surveying data. 2. DPI hereby agrees to furnish and provide the Services to Customer upon the terms and conditions set forth provided. DPI reserves the right to modify any procedures, methods of operation, security measures or other matters relating to the Services at any time and from time to time without obtaining prior permission from Customer or giving prior notice to Customer. 3. DPI will issue to Customer technical data for connection of the Services, such as username, password, IP address or DNS hostname. Customer acknowledges that DPI may disclose account information to any party able to provide Customer's username and password. III. COVENANTS AND ACKNOWLEDGEMENT OF CUSTOMER 1. Customer covenants and agrees with DPI as follows: (A) to use the Services and the Results and all modifications, supplements, translations, up-dated works and compilations thereof in accordance with all applicable federal, state and local laws, rules and regulations; (B) not to use the Services or the Results for any purposes other than the use specified in Section II hereinabove. Specifically, the Services are not intended for nor shall the Services be used for primary navigation; (C) not to, or attempt to, copy, electronically or in any other form, any part of or all of Services or the Results, whether for backup, archival or any other purposes, without the prior written consent of DPI or modify, change, decompile, disassemble, recreate, reverse engineer, tamper with or generate the Services, in whole or in part, and further agrees not to download/upload Services, in whole or in part, except as contemplated under this Agreement. Customer further agrees not to attempt any of the foregoing or aid, abet or permit any others to do so or to remove, erase or hide from view any copyright, trademark, confidentiality notice, mark or legend appearing on or in respect to the Services; (D) not to sublicense, assign, transfer, sell, resell, provide access to the Services or otherwise encumber or suffer a lien upon or against any interest in this Agreement or the Services, in whole or in part. (E) Use the service and equipment in accordance with generally recognized principals applicable within the surveying and engineering profession and in accordance with the standards adopted by the National Society of Professional Surveyors as amended. 2. Customer shall be responsible for obtaining, operating and maintaining, at its own expense, all hardware and software which are required to enable Customer to access and use the Services and the results properly. Customer acknowledges that certain hardware and software may not operate as intended with the current or future versions of the Services. Customer is responsible to make any necessary modifications of its hardware and software to ensure that their system functions properly. 3. The Global Positioning System ("GPS") is managed by the United States National Spaced Based Positioning, Navigation and Timing Executive Committee, which is solely responsible for the accuracy, daily operation, and maintenance of the satellite constellation. The GLONASS Satellite System is managed by the Russian Space Forces, which is solely responsible for the accuracy, daily operation, and maintenance of the satellite constellation. Satellite geometry and satellite health affect system accuracy. Customer is responsible for ensuring they inform themselves as to the current constellation status. 4. Customer acknowledges that the Services are not warranted to be continuous and uninterrupted. DPI accepts no liability for the unavailability of the Services whatsoever. Customer expressly acknowledges that Services may be affected by orbital errors, clock errors, ionospheric and troposheric delay, multipath errors, receiver noise, radio interference, power failures, atmospheric conditions or other natural or man-made phenomenon. Customer further acknowledges and agrees that the Services are dependent on use of the internet and cellular communications and accordingly on services provided by third parties beyond the control of DPI. DPI cannot guarantee that any transmission of data will be private and confidential. DPI accepts no responsibility for the accuracy of the Services. 5. Customer acknowledges and agrees that any and all use of the Services and/or the Results and any data, compilations, models or other analytical tools derived therefrom by Customer shall be at the sole risk and expense of Customer. IV. DEFAULT, TERMINATION AND REMEDIES 1. This Agreement may be terminated prior to the expiration of the Term upon the occurrence of any of the following (each an "EVENT OF DEFAULT"): (A) the failure of Customer to pay to DPI any sums or amount due and owing for the Services; or (B) the failure or neglect of Customer to observe, keep or perform any of the covenants, terms and conditions of this Agreement, or the Customer's violation of any laws (including but no limited to federal, state and local laws) or the Customer's breach of any professional rules of ethics; or (C) the filing of a petition for Customer's bankruptcy, whether voluntary or involuntary, or the assignment of Customer's assets for the benefit of creditors, or a trustee or receiver is appointed to take charge of the business of Customer for any reason, or Customer becomes insolvent or voluntary or involuntary dissolves or is wound-up. 2. Upon the occurrence of any Event of Default and at any time thereafter DPI may, in its sole discretion, do any one or more of the following: (i) upon notice to Customer, terminate this Agreement; (ii) declare immediately due and payable, and require Customer to pay, all amounts hereunder that are past due, currently due and will be due, in the future, during the balance of the Term of the Agreement; (iii) demand that Customer cease use of the Services and that Customer return all equipment, information and other data relating and belonging to DPI to DPI; (iv) enter Customer's premises and take immediate possession of any equipment belonging to DPI, without liability to DPI or its agents for such entry, or for damage to property or otherwise; or (v) by written notice, Customer agrees to pay to DPI (as liquidated damages for loss of a bargain and not as penalty) on the date specified in such notice an amount (plus interest thereon at the rate of 10% per annum from said date to the date of actual payment) equal to all unpaid fees which absent an Event of Default would have been payable by Customer hereunder for the full Term hereof; (vi) proceed by court action to enforce the terms hereof or to recover damages for the breach hereof; or (vii) DPI may enforce any other remedies available to DPI under the law or in equity. In addition, Customer shall be liable for all legal fees and other costs and expenses resulting from the foregoing defaults or the exercise of DPI remedies hereunder. No remedy referred to in this Section IV is intended to be exclusive and may be enforced in addition to any other remedy referred to herein or otherwise available to DPI at law or in equity. No express or implied waiver by DPI of any default shall constitute a wavier of any other default by Customer or a waiver of any of DPI rights or remedies. To the extent permitted by applicable law, Customer hereby waives any rights now or hereafter conferred by statute or otherwise which may limit or modify any of DPI rights or remedies under this Section IV. 3. Customer expressly acknowledges and agrees that whenever the Customer is in breach of the terms and conditions of this Agreement, in addition to any other remedies available to DPI, DPI may prevent access to the Services without any liability to DPI of any kind. V. INJUNCTIVE RELIEF 1. If Customer breaches any of its obligations with respect to limited use, non-transferability, confidentiality of the Services or confidentiality of any other information relating thereto, as provided under the terms and conditions of this Agreement, DPI shall be entitled to obtain equitable relief, without bond, to protect its interests therein, including, without limitation, injunctive relief, as well as monetary damages and any other remedies available at law or in equity. Customer hereby acknowledges that remedies other than equitable relief are inadequate to protect fully DPI rights. The rights and remedies set forth in this Agreement are not exclusive and are in addition to any other rights and remedies available to DPI whether at law or in equity. VI. LIMITED WARRANTY AND LIMITATIONS ON LIABILITY 1. DPI MAKES NO WARRANTY THAT THE SERVICES OR THE RESULTS ARE ERROR FREE. DPI MAKE NO EXPRESS, IMPLIED OR STATUTORY WARRANTIES WITH RESPECT TO THE SERVICES OR THE RESULTS, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF DESIGN, OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE, OR ARISING FROM A COURSE OF DEALING, TRADE USAGE OR TRADE PRACTICE, EXCEPT AS SPECIFICALLY PROVIDED IN THIS AGREEMENT. 2. Customer acknowledges that DPI has no responsibility to Customer regarding any issues that arise from the use of the Services or the Results with any other software product, including, without limiting the generality of the foregoing, failure of the Services to function in whole or in part due to incompatibility of another software product used by the Customer. DPI shall have no liability with respect to its obligations under this Agreement for consequential, exemplary, or incidental damages even if DPI has been advised of the possibility of such damages, including, without limitation, damages for loss of goodwill, work stoppage, computer failure or malfunction or any and all commercial damages or losses. 3. In no event shall DPI be liable for any expenses, losses or damages, including, but not limited to special, incidental, indirect, exemplary or consequential damages, of any kind or nature whatsoever arising from, in connection with or as a result of this Agreement or the use of the Services and/or the Results. 4. Notwithstanding anything to the contrary, Customer agrees DPI's total liability, whether arising out of contract, negligence, strict liability in tort or warranty, to any party arising out of this Agreement or the use of Services and/or Results will not exceed the amount paid by Customer to DPI hereunder. 5. Customer hereby agrees to indemnify and save harmless DPI and its directors, officers, employees, agents, representatives, licensors, associates and affiliates from and against any and all claims, liabilities, demands, damages or expenses (including reasonable legal fees and expenses) arising out of or in connection with this Agreement. 6. Customer acknowledges that the limitations set forth in this Section VI are integral to the amount of fees charged for the Services to Customer hereunder, and recognizes that were DPI to assume any further liability beyond that set forth in this Section VI, such fees would be substantially higher. VII. CONFIDENTIALITY AND PROTECTION OF PROPRIETARY RIGHTS 1. Customer agrees that DPI and/or its licensor is the exclusive owner of the copyrights, trade marks and other proprietary rights and interests in and to the Services and that any modifications made thereto are proprietary developments and constitute a valuable work product in the form of trade secrets, know-how and confidential information which is the exclusive property of DPI or, in the case of certain software sublicensed to DPI by other third parties, the property of the licensor. Customer shall not sell, transfer, publish, disclose, display or otherwise make available, in whole or in part, the Services or the terms and conditions of this Agreement, including copies thereof, to third parties other than its authorized personnel who shall be bound by the terms of this Agreement. Only one person shall access the Services at a time, per Subscription. VIII. DPI's TITLE 1. Customer's rights hereunder are those of a licensed end user only and are conditional upon Customer's compliance with the terms and conditions of this Agreement, applicable laws and professional codes of ethics. All supplements, translations, modifications, up-dated works and compilations thereof, are trade secrets and the exclusive proprietary property of DPI or its licensor. Title to all modifications, supplements, translations, up-dated works and compilations thereof shall remain at all times with DPI and/or its licensor. IX. GENERAL 1. Customer shall not assign or sublicense to any other party any part of this Agreement, its obligations hereunder, or any other interest herein or any rights granted hereunder. DPI may assign this Agreement to any third party, without Customer's approval, provided that such party assumes the obligations of DPI hereunder. DPI may also assign its right to payment under this Agreement or grant a security interest in this Agreement or grant a security interest in such payment right to any third party without requiring that such third party be liable for the obligations of DPI hereunder. In the event of such an assignment of DPI right to payment to such third party, Customer shall continue to make the payments required hereunder (directly to such third party, if required) notwithstanding DPI performance of its obligations hereunder, and Customer shall execute a consent to assignment, if required, in such form as may be required by such third party. Customer also agrees to accept any jurisdiction and venue selected by such third party for the resolution of any disputes. 2. In the event that DPI or Customer are unable to perform its obligations under this Agreement due to unforeseen circumstances (commonly referred to as Acts of God or force majeure) not within its reasonable control, that party shall notify the other party, in writing, as soon as possible after the commencement of such circumstances. Such obligation will be suspended during the continuance of such occurrences. DPI shall not be responsible for any failure to perform or delay in performing any of its obligations hereunder where and to the extent that such failure or delay results from causes outside the reasonable control of DPI. 3. The provisions, warranties, terms, restrictions and representations of Sections VI, VII and VIII (of this Agreement) shall survive the termination of this Agreement. 4. The parties agree that this Agreement shall be governed by the laws of the State of Maryland. 5. For the litigation (arising between Customer and DPI) of any issues arising out of this Agreement or the Services or equipment shall lie exclusively within the jurisdiction of the courts of Maryland. Customer agrees to submit to and waives any objection to the jurisdiction of the Maryland Courts and also agrees that venue shall lie exclusively in the courts of Wicomico County, Maryland. 6. Should any provision of this Agreement be found, held, or deemed to be unenforceable, voidable or void, as contrary to law or public policy under the laws of Maryland, federal laws or any other State of the United States with proper jurisdiction, the parties intend that the remaining provisions of this Agreement shall nevertheless continue in full force and be binding upon the parties, their heirs, personal representatives, executors and assigns. 7. The headings in this Agreement have been inserted solely for convenient reference, and shall be ignored in its construction. By clicking "Accept" the Customer hereby agrees to enter into a legally binding agreement with DPI under the terms, conditions and provisions stated within this Agreement.