exv10w20






Exhibit 10.20




			
	 	 	 
	imc
	 	200802






	 	 	 	 	 
	

	 	GEOIMMERSIVETM IMAGE DATA &
 SOFTWARE
LICENSING AGREEMENT

between

Immersive Media Company (“IMC”)

and

Customer noted below
	 	2407 SE 10th Avenue

Portland, Oregon, 97214

Phone: 503.231.2656

Fax: 503.231.2655

Web Site: www.immersivemedia.com






	 	 	 	 	 	 	 	 	 	 	 
	 	 	 
	 	CUSTOMER INFORMATION & AGREEMENT	 
	 	 	 
	 	The undersigned Customer acknowledges having read the entire agreement and accepts the terms and conditions including those set out below.	 
	 	 	 	 	 	 	 
	 	Customer Name:

	 	 
	 	 	 	Customer Phone Number:
	 	Customer Phone Number (Work or other):	 
	 	T3
MOTION, INC.
	 	 	 	 	 	714-619-3600	 	 	 
	 	 	 	 	 	 	 	 	 
	 	Customer Street Address Line #1:

	 	 
	 	City:
	 	State/Province:
	 	Zip Code/Postal Code:	 
	 	2990
Airway Avenue
	 	 	 	COSTA MESA	 	CA	 	92626	 
	 	 	 	 	 	 	 	 	 
	 	Customer Street Address Line #2:

	 	 
	 	Customer Email:	 	 	 	 	 
	 	 
	 	 	 	SALES@T3MOTION.COM	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	Start of Term:	 	Initial Term (Number of years after Commencement Date as defined below):	 	Minimum Number of Renewal Periods Available to Licensee:	 
	 	MARCH
30 2008
	 	2 YEARS	 	 	 	 	 	 	 
	 	 	 





	 	 	 	 	 
	 	 	 
	 	LICENSED IMAGERY DATA	 
	 	 	 
	 	The following data sets (identified by metro area, estimated number of linear miles of data, and month in which data capture was completed) comprise the “Data Sets”:

 	 
	 	 	 
	 	IMC’S
GEOIMMERSIVE DATABASE
	 	 	 
	 	 
	 	 	 
	 	(North
America) — 50,000 milesp 
	 	 	 
	 	 
	 	 	 
	 	 	 





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	LICENSED USE/APPLICATION	 	 	LICENSING FEES (all plus any applicable taxes, if any)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	The License granted herein to the Licensed Data and Licensed Software
are restricted to the following uses/applications by the Licensee (no
other uses/applications are authorized). Select applicable type of
use (select only 1):	 	 	License Fee for the Data Sets
During the Initial Term (per
year):	 	 	Amount of Deposit Against License Fees:	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	$1,000,000	 	 	NOT APPLICABLE	 	 	 	 	 	 	 	 	 
	 	o Government Application
	 	þ  Private Domain Application	 	 	 	 	 	Date Deposit Payable Before:	 	 	 	 	 	 	 	 	 
	 	(As herein defined)
	 	(As herein defined)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	NOT APPLICABLE	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 







 




			
	(1)	 	All fees are quoted without applicable sales taxes (if applicable). Sales taxes (if
applicable) will be added to all fees. The License Fees set out in this table apply during
the period from the Commencement Date to the end of the Initial Term. Thereafter, IMC may
establish new pricing for renewal periods which new prices must be communicated to Licensee
prior to the period during which Licensee is required to elect whether to renew or
discontinue the Term.





	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	Customer’s Signature:

	 	 	Effective Date of this Agreement:
	 	 	Immersive Media Company acceptance:	 
	 	 
	 	 	 	 	 	 	 
	 	Per: /s/

	 	 	MARCH 30 2008
	 	 	Per: /s/	 
	 	 	 	 	 	 	 	 	 





GEOIMMERSIVE IMAGE DATA & SOFTWARE LICENSING AGREEMENT TERMS AND CONDITIONS











 



Page 2



By executing this Agreement and delivering it to IMC, the Person identified above (the “Customer”)
is entering into an agreement with IMC in respect of the matters set out herein. IMC’s signature
on this Agreement shall constitute IMC’s acceptance of this agreement. No alterations to this
Agreement may be made without IMC’s prior written approval.




1. DEFINITIONS AND INTERPRETATION




1.1 Definitions



The following capitalized terms will have the meanings set forth below.



“Applicable Law” means all (i) applicable provisions of laws, statutes, rules, regulations,
ordinances, treaties and orders of all Governmental Bodies (including those of constitutional,
federal, state, provincial, local, municipal, foreign, international, and multinational origins),
(ii) policies, guidelines and directives that are imposed by Governmental Bodies having
jurisdiction as if such policies, guidelines and directives had the force of law, and (iii)
judgments, orders and decrees of all courts, arbitrators, commissions, administrative tribunals, or
bodies exercising similar functions (including the principles of common law resulting therefrom).



“Commencement Date” means the date identified above under “Start of Term”.



“Data” includes, without limitation, (a) any data, information, images or materials that are
immersive movies, geo-spatial, GPS or georeferenced immersive data, photographic or cinematographic
depictions and similar content (“IMC Data”) and (b) any data, information or materials that
Licensee gathers, creates, authors, develops, compiles or reduces to useful form, together with any
modifications or derivations thereto, from IMC Data or through use of the Licensed Software.



“Data Sets” means the Data sets identified above under “Licensed Imagery Data — Data Sets”.



“End User Software” means software coding (including ActiveX controls), which are designed by IMC
or made available by IMC to Licensee to facilitate Licensee’s and/or End Users viewing and
manipulating of Licensed Data accessible through Licensee sites including software referred to
generally as IMViewer, IM OnSceneTM, IMC Flash Player, IM Player, IMCMediaWizard, the GIS IMViewer,
IMC’s ArcGIS® Extension, the Telemmersion® System and Software, Post Production Software Suite;
IMVisEdit; IMPreview; IMStitchCtrl; RdfUtil; ExtractAudioData, GPSSensorData, ConvertJpegstoAVI;
Wave File Creator; AVI Creator and IMViewer.



“End User Software PopUp License” means the form of license established by IMC from time to time
which must be displayed and agreed to by End Users before End Users have access to the End User
Software or Licensed Data.



“End Users” means end users who access or use the products and services of Licensee.



“Enterprise Software” means the software coding, computer program narratives, flow charts, logic
diagrams, and other similar intellectual property which are designed by IMC for use by Licensee in
connection with using and displaying the Licensed Data but which are not available to End Users
including software referred to generally as IMViewer, IMCMediaWizard, the GIS IMViewer, IMC’s
ArcGIS® Extension, the Telemmersion® System and Software, Post Production Software Suite;
IMVisEdit; IMPreview; IMStitchCtrl; RdfUtil; ExtractAudioData, GPSSensorData, ConvertJpegstoAVI;
Wave File Creator; AVI Creator and IMViewer.



“Governmental Body” means any (i) nation, state, province, territory, county, city, town, village,
district, or other jurisdiction of any nature; (ii) federal, state, territorial, provincial, local,
municipal, foreign, or other government; (iii) governmental or quasi-governmental authority of any
nature (including any governmental parliament, legislature, regulatory authority, agency, tribunal,
board, branch, bureau, commission, department, official, or entity and any court or other
tribunal); (iv) multi-national organization or body; or (v) body exercising, or entitled to
exercise, any administrative, executive, judicial, legislative, police, regulatory, rule making, or
taxing authority or power of any nature.



“Government Applications” means the use of geo-referenced imagery (i.e. images or maps of streets,
terrain, interiors or exteriors of buildings and other structures) or providing geo-referenced data
services (i.e. information concerning particular locations based on collected imagery) by any
governmental body or agency.



“IMC Confidential Information” has the meaning attributed to it in Section 9.1.



“Immersive Imagery Data” means Data provided by IMC to Licensee as contemplated by this Agreement
(including any data provided for review prior to becoming part of the Licensed Data).



“License Fees” means the fees provided for in Article 4.



“License Years” means the 1 year period(s) within the Term, each commencing on the day and month of
the Commencement Date and ending 1 year thereafter.



“Licensed Data” means the Data Sets, provided that such Data sets shall only continue to qualify as
“Licensed Data” for so long as Licensee continues to meet Licensee’s payment and other obligations
and the Term continues under this Agreement.



“Licensed Software” means (a) the End User Software (if any) and (b) Enterprise Software (if any).



“Licensed Use” means the use selected above under “Licensed Use/Application” (i.e. either
Government Application or Private Domain Application).



“Party” means a party to this Agreement



“Person” means any individual, body corporate, partnership, trust, trustee, executor,
administrator, legal representative, union, Governmental Body, and every other legal or business
entity whatsoever.



“Private Data Sets” means geo-referenced imagery (i.e. images or maps) that IMC has collected for a
particular client or other Person which is either owned by the client/other Person or is licensed
exclusively to the client/other Person or is was obtained or licensed on a basis that prohibits
distribution to other clients of IMC such as Licensee.



“Private Domain Applications” means the use of geo-referenced imagery (i.e. images or maps) of
privately owned terrain, buildings (interior or exterior) and other structures or geographic
locations (“Private Locations”) or the provision of geo-referenced data services (i.e. information
concerning particular locations based on collected imagery) by the owner or occupier of the Private
Locations.



“Related Materials” means the human-readable documentation which is delivered by IMC to Licensee
with the Licensed Software or the Licensed Data.



“Representative” means with respect to a Person, the directors, officers, employees, consultants,
lawyers, auditors, representatives, advisors or agents of the Person.



“Taxes” mean any and all present and future taxes of any kind or nature whatsoever including,
without limitation, levies, imports, transfer taxes, stamp taxes, documentary taxes, royalties,
duties, value-added taxes (including without limitation all taxes, imposed under the Excise Tax Act
(Canada) and the regulations made thereunder), sales tax, business transfer taxes, excise taxes,
property taxes, government fees and other federal, provincial, regional, municipal or local taxes
and all fees deductions, withholdings and restrictions or conditions resulting in a charge imposed,
levied, collected, withheld, or assessed by any authority of or within any jurisdiction whatsoever
having the power to tax, together with penalties, fines, additions to tax and interest thereon.



“Term” means the period from the Commencement Date until the earlier of:





	(a)	 	the end of the later of: (i) the Initial Term (i.e. as provided for in Section 11.2) and,
(ii) if applicable, the last of any Renewal Periods as provided for in Section 11.3, and






	(b)	 	the date of any termination pursuant to Section 11.4.




“Third Party” means any Person other than IMC and Licensee.







			
	 	 	 
	02/2008
	 	GEOIMMERSIVE IMAGE DATA & SOFTWARE LICENSING AGREEMENT













 



Page 3



“this Agreement”, “herein”, “hereto”, “hereof” and similar expressions mean and refer to this
GeoImmersive Image Data & Software Licensing Agreement and any agreement amending this GeoImmersive
Image Data & Software Licensing Agreement.




1.2 Headings



The expressions “Article”, “Section”, “Subsection”, and “Paragraph” followed by a number or letter
or combination thereof mean and refer to the specified article, section, subsection, and paragraph
of this Agreement.




1.3 Interpretation Not Affected By Headings



The division of this Agreement into Articles, Sections, Subsections, and Paragraphs and the
provision of headings for all or any thereof are for convenience and reference only and shall not
affect the construction or interpretation of this Agreement.




1.4 Currency



Unless otherwise indicated, all dollar amounts referred to in this Agreement are expressed in U.S.
funds.




1.5 Party Drafting Agreement



The Parties hereto acknowledge that their respective lawyers have reviewed and participated in
settling the terms of this Agreement, and the Parties hereby agree that any rule of construction to
the effect that any ambiguity is to be resolved against the drafting Party shall not be applicable
in the interpretation of this Agreement.




1.6 Gender And Number



When the context reasonably permits, words suggesting the singular shall be construed as suggesting
the plural and vice versa, and words suggesting gender or gender neutrality shall be construed as
suggesting the masculine, feminine and neutral genders.




2. LICENSING PROVISIONS




2.1 License Grant



IMC hereby grants a personal, non-transferable, non-exclusive, revocable and limited license to
Licensee to:





	(a)	 	use the Enterprise Software (if any) and the Related Materials in conjunction with Licensee’s
internal operations, but only in the Licensed Use and not for distribution to or use by any
other Person;






	(b)	 	use, copy, distribute and create derivative works based on and perform and display (publicly
or otherwise) derivative works based on the Licensed Data but only in the Licensed Use;






	(c)	 	populate the data bases of Licensee with the Licensed Data, or to create a separate data set,
or any permutation or combination of the foregoing, with Licensed Data, provided such data
bases and data sets are used only in the Licensed Use;






	(d)	 	allow End Users in the Licensed Use to access and use derivative works based on the Licensed
Data;






	(e)	 	allow End Users in the Licensed Use to use the End User Software provided that such Software
is only provided to End Users in a way that is compliance with IMC’s requirements (including,
without limitation requiring that the access and use of the End User Software be conditional
on the acceptance of the End User Software Pop-Up License (as prepared by IMC from time to
time);




but only during the Term and subject to the terms, conditions and restrictions of this Agreement.




2.2 License Restrictions — Government Applications



If the Licensed Use under this Agreement includes “Government Applications”, then the Licensee:





	(a)	 	shall not provide public access to Licensed Data or Licensed Software for any use other than
viewing;






	(b)	 	shall not provide functionality to allow Licensed Data (or the images derived from the
Licensed Data) to be downloaded and shall include normal reasonable web site function
restrictions to make capture of viewed images difficult;






	(c)	 	shall not make the Licensed Data part of the public domain other than the images derived from
the Licensed Data that are displayed in accordance with the prior restrictions.





2.3 License Restrictions — Private Domain Applications



If the Licensed Use under this Agreement includes “Private Domain Applications”, then the Licensee:





	(a)	 	shall not display or permit access to the Licensed Data (or images derived from the Licensed
Data) through maps unless the maps are static maps (i.e. no interactive maps with panning and
zooming functionalities or hyperlinks to include listings for businesses at or near particular
map coordinates).





2.4 General License Restrictions



Except when expressly agreed to the contrary by IMC in writing, Licensee will:





	(a)	 	include functionality in the Licensee sites which monitor for and prevent End Users from
“mining” data out of the Licensed Data and which impose volume limits on End Users (as set by
IMC acting reasonably);






	(b)	 	not resell or sublicense the Licensed Data or Licensed Software to third parties for a
separate fee (i.e. End Users may not be charged by Licensee to access or use the Licensed Data
or Licensed Software)






	(c)	 	not offer or supply to End Users or other Persons copies of the underlying Licensed Data sets
in their original form — this License being limited to allowing access to derivative works
based upon the Licensed Data (i.e. single or multiple 2 dimensional representations for
viewing in connection with the Licensee sites & services);






	(d)	 	not license, sublicense, publish, disseminate, distribute, disclose or otherwise transfer the
Licensed Data or Licensed Software in any way except in conjunction with the Licensed Use;






	(e)	 	not modify or create derivative works or derivative versions of or replicate the Licensed
Data or Licensed Software except in conjunction with the Licensed Use;






	(f)	 	not use the Licensed Software to create software with similar functionality;

	 
	(g)	 	not use the Licensed Data to create data with similar functionality;






	(h)	 	not use the Licensed Software to copy, use or distribute any data other than the Licensed
Data;






	(i)	 	not use the Licensed Software to copy, use or distribute Licensed Data, except in the
Licensed Use;






	(j)	 	not use Immersive Imagery Data that are not Licensed Data in any way except for internal
review in connection with a decision whether to enter into additional licenses to license such
Immersive Imagery Data;






	(k)	 	not reverse engineer, decompile, disassemble, reverse compile or otherwise seek to derive
source code from the Licensed Software or any Immersive Imagery Data.




This Agreement grants no rights to create, author or develop Data using the Licensed Software other
than Data which is derived from the Licensed Data.



Licensee may not modify or customize the Licensed Software, except as provided through the features
and capabilities (if any) of the Licensed Software.



It is a condition of the licenses granted hereunder that any image created by Licensee using any
Licensed Data must include a legible water mark copyright notice with the symbol “©” followed by
the full legal name of IMC.



The license granted under this Agreement is not transferable except in connection with an
assignment of this Agreement as a whole, if permitted under Section 12.3.




2.5 Reservation of IMC Rights.



Except for the license granted hereunder over data that is Licensed Data, IMC retains all right,
title and interest in and to the Immersive Imagery Data. All rights not expressly granted herein
are reserved by IMC. Licensee acknowledges and agrees that IMC owns all right, title and interest
in and to the Licensed Software and Immersive Imagery Data, including all copyrights, trade secrets
and other intellectual property rights therein. The licenses granted in this Agreement do not
grant to Licensee any ownership, security right, or title in any intellectual property rights
relating to the Licensed Software or Licensed Data.



The license is non-exclusive (i.e. IMC is free to license the Licensed Software and Licensed Data
to other Persons, including competitors of Licensee).






			
	 	 	 
	02/2008
	 	GEOIMMERSIVE IMAGE DATA & SOFTWARE LICENSING AGREEMENT











 



Page 4




2.6 Reservation of Licensee Rights.



Notwithstanding anything to the contrary, IMC understands and agrees that nothing in this Agreement
will prevent or restrict Licensee from using data Licensee obtains from a source other than IMC
(i.e. Licensee is not required to exclusively source data from IMC). IMC acknowledges and agrees
that IMC will not have any right, title or interest in any other information, content, or data used
by Licensee that is not part of or derived from the Licensed Data, and IMC shall not make any claim
of ownership or interest in any such other information, content, or data. Licensed Software may
not be used in connection with any Data that is not Licensed Data.




3. LICENSED DATA




3.1 Delivery of Data Sets



IMC will deliver the Data Sets of Immersive Imagery Data to Licensee.




3.2 Licensee List of Desired Data.



In order to provide IMC with the greatest chance of producing Immersive Imagery Data that Licensee
is likely to want to accept to become Licensed Data, during the Term Licensee shall communicate
with IMC on a regular basis regarding the locations from which Licensee is most interested in
receiving imagery data. For greater certainty, notwithstanding the exchange of communication
between IMC and Licensee regarding locations of interest, IMC shall be under no obligation to
collect/obtain data for the suggested areas or to provide any such data on any particular time
table and Licensee shall be under no obligation to exercise an option to license data from any new
locations.




3.3 Data Set Updates



Whether, when and for what locations IMC collects data for Data Set Updates shall be in the
complete unfettered discretion of IMC. IMC is under no obligation to Licensee to update Licensed
Data on any particular timetable or at all. Data Set updates, if and when provided, are not
included in the Licensee Fees.




4. LICENSE FEES




4.1 License Fees for the Initial Term and Subsequent Changes to License Fees



During the Initial Term the yearly fees payable by the Licensee shall be equal to the amount set
out above under “License Fee for the Data Sets During the Initial Term (per year)”;




4.2 Subsequent Changes to License Fees After the Initial Term



IMC may establish a new set of fees (i.e. the fees applicable to the Data Sets) that will apply
after the Initial Term provided that IMC notifies Licensee in writing of increases to the fees at
least 6 months before the commencement of the Renewal Period to which the increased fees will apply
(fee decreases need no prior notification). If IMC does not notify Licensee of a fee increase at
least 90 days before a Renewal Period then the fees applicable to that Renewal Period may not
exceed the fees applicable for the preceding period.




4.3 Taxes



Additionally, Licensee shall pay all taxes (including any applicable value added taxes and sales
taxes), duties and tariffs and other government charges payable in connection with this Agreement
and the License Fees payable hereunder.




4.4 Deposit Against License Fees.



It shall be a condition of all of IMC’s obligations under this Agreement that an advance payment
(an “Deposit”) equal to the amount indicated above under “Amount of Deposit Against License Fees”
be paid by Licensee to IMC on or before the date indicated above under “Date Deposit Payable
Before”.




4.5 Payment of License Fees



During the Term Licensee shall pay a license fee within 30 days after the start of each License
Year equal to the applicable annual fees for the Data Sets. Any Deposits received by IMC shall be
applied against the first license fees payable under this Agreement (i.e. fees otherwise payable
under this Agreement may be offset against any Deposits already paid by the Licensee).




4.6 Net 30 Days And Interest On Overdue Amounts



Unless otherwise accepted in writing by IMC, the terms of all invoices and other requirements for
payment shall be net 30 days from the date of issue by IMC, and all sums due for more than 30 days
shall constitute a default hereunder. In addition to any other rights IMC may have if Licensee
fails to pay on time (including the right to end the Term of the Agreement as a result of such
breach/default) all unpaid amounts shall bear interest at the rate of 18% per annum until fully
paid.




5. DELIVERY OF DATA & SUBSEQUENT SUPPORT




5.1 Deliveries



During the Term, all Immersive Imagery Data delivered to Licensee shall be delivered by a delivery
mechanism that will enable Licensee to securely and efficiently access and download all such
Immersive Imagery Data.




5.2 Support



During the Term, IMC shall provide the following support services to Licensee:





	(a)	 	responding to questions about software operations that appear to be malfunctioning or
producing errors;






	(b)	 	assistance in determining whether errors arise from problems with the Licensed Data or
Licensed Software or from problems associated with other hardware or software supplied/used by
Licensee or from other Licensee operations;






	(c)	 	notification of software errors reported by others that may cause errors in the Licensee’s
operation and instructions on how to avoid these errors until a “fix” is provided;






	(d)	 	supply of updates, improvements, modifications, refinements, etc. which IMC elects to provide
without additional cost (i.e. not including items priced as separate products/services by
IMC); and






	(e)	 	provision of up-to-date electronic user guide documentation applicable to the Licensed
Software.




IMC shall provide such support services to Licensee within normal business hours during the Term by
telephone or email in a prompt, economical, skilful and careful manner in accordance with the
methods, standards and practices prevailing in the software and/or data support fields.




6. REPRESENTATIONS




6.1 IMC Representations



IMC represents and warrants to Licensee as follows:





	(a)	 	IMC is duly incorporated and subsisting under the laws of Oregon;
	 
	(b)	 	IMC has the power to and is authorized to enter into this Agreement;






	(c)	 	the carrying out of this Agreement by IMC will not breach or interfere with any other
agreement to which IMC is a party;






	(d)	 	the execution and delivery of this Agreement and the completion of the transaction
contemplated by this Agreement have been duly and validly authorized by all necessary
corporate action on the part of IMC and this Agreement constitutes a legal, valid and binding
obligation of IMC enforceable against IMC in accordance with its terms;






	(e)	 	IMC is the owner of the intellectual property subsisting in the Licensed Data and Licensed
Software;






	(f)	 	IMC has obtained and will maintain throughout the Term all rights, authorizations and
licenses, if any, that are required in order for IMC to grant the rights and licenses granted
hereunder and for Licensee to use the Licensed Software and Licensed Data as permitted herein;






	(g)	 	licensing of the Licensed Data and Licensed Software to Licensee does not violate any
Applicable Law or infringe any third party trademark or copyright or misappropriate any trade
secret or violate any right of privacy or right of publicity or other proprietary right of any
person;






	(h)	 	the use of the Licensed Data and Licensed Software does not infringe the intellectual
property rights of others nor is IMC aware of any allegations made that the use of the
Licensed Data or Licensed Software infringes the intellectual property rights of others;






	(i)	 	there are no existing or threatened legal proceedings brought against IMC in respect of IMC’s
ownership of the Licensed Data or Licensed Software or IMC’s ability to license the Licensed
Data or Licensed Software’s use;






	(j)	 	IMC holds licenses to all third party software components included in the Licensed Software
and these licenses permit IMC to distribute these components to Licensee in compiled format at
no cost.







			
	 	 	 
	02/2008
	 	GEOIMMERSIVE IMAGE DATA & SOFTWARE LICENSING AGREEMENT













 



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6.2 Licensee Representations



Licensee represents and warrants to IMC as follows:





	(a)	 	Licensee has the power to and is authorized to enter into this Agreement;






	(b)	 	the carrying out of this Agreement by Licensee will not breach or interfere with any other
agreement to which Licensee is a party;






	(c)	 	the execution and delivery of this Agreement and the completion of the transaction
contemplated by this Agreement have been duly and validly authorized by all necessary action
on the part of Licensee and this Agreement constitutes a legal, valid and binding obligation
of Licensee enforceable against Licensee in accordance with its terms;






	(d)	 	Licensee shall keep the licenses granted under this Agreement free of liens, claims and
encumbrances.





6.3 No Other Representations



THE REPRESENTATIONS, WARRANTIES AND COVENANTS EXPRESSLY CONTAINED IN THIS AGREEMENT ARE THE ONLY
REPRESENTATIONS, WARRANTIES AND COVENANTS PROVIDED BY IMC CONCERNING THE LICENSED DATA AND LICENSED
SOFTWARE, INCLUDING WITH RESPECT TO THE FUNCTIONALITY, OPERATION OR USE OF THE LICENSED SOFTWARE BY
LICENSEE, AND THERE ARE NO OTHER REPRESENTATIONS, WARRANTIES, COVENANTS OR CONDITIONS, EXPRESS OR
IMPLIED, INCLUDING IMPLIED WARRANTIES OR CONDITIONS OF TITLE, NON-INFRINGEMENT OF MERCHANTABLE
QUALITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THAT THE OPERATION OF THE LICENSED SOFTWARE WILL BE
UNINTERRUPTED OR ERROR-FREE, AND THOSE ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF
DEALING OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DENIED AND DISCLAIMED.




7. INDEMNIFICATION



IMC will indemnify, defend, or at Licensee’s option settle, any third party lawsuit or proceeding
brought against Licensee and any of Licensee’s Representatives, based upon or otherwise arising out
of: (1) a claim alleging facts that would constitute a breach of IMC’s representations in Section
6.1, and (2) Licensee’s use of any Licensed Data, provided that such use complies with the
requirements of the Agreement. Licensee will: (i) promptly notify IMC of such claim, (ii) provide
IMC with reasonable information, assistance and cooperation in defending the lawsuit or proceeding,
and (iii) give IMC full control and sole authority over the defence and settlement of such claim,
subject to Licensee’s approval of any such settlement, which approval will not be unreasonably
withheld or delayed.




8. IMC RESPONSE TO INFRINGEMENT CLAIMS



If the Licensed Data or the Licensed Software is held by a court of competent jurisdiction to be an
infringement of the intellectual property rights of another Person (after all appeals have been
exhausted or the time period for appeal has expired), then IMC shall either (the choice being
IMC’s):





	(a)	 	modify the Licensed Data or the Licensed Software to make the Licensed Data or the Licensed
Software non-infringing;






	(b)	 	obtain a license from the other Person of the necessary rights so that the Licensed Data and
Licensed Software will not infringe such Person’s rights; or






	(c)	 	end the Term and refund the remaining license fees Licensee has already pre-paid to IMC (i.e.
pro-rated for the time period before the Term ends).





9. CONFIDENTIALITY




9.1 Definitions



“IMC Material” means any information directly or indirectly obtained by Licensee prior to or after
the execution and delivery of this Agreement from IMC or IMC’s Representatives relating to the
business, affairs, financial position, property, undertaking, operations, or other matters
concerning IMC, Immersive Imagery Data, or the Licensed Software (whether prepared by IMC, IMC’s
Representatives or otherwise) which is furnished to or otherwise obtained by Licensee (including
any of Licensee’s Representatives) whether verbal, visual, in writing, in electronic media or in
computer readable format or by way of any other form including (by way of illustration) without
limiting the foregoing definition:





	(a)	 	any Immersive Imagery Data including any data that becomes Licensed Data and any that is
provided to Licensee for review or approval but is not licensed by Licensee






	(b)	 	the Licensed Software (including where applicable, source, object and executable code
versions);






	(c)	 	all software materials and components directly or indirectly obtained from the Licensed
Software including, without limitation, computer code, documentation, user manuals and any
other documents relating to program operation and maintenance;






	(d)	 	methods and technologies for the creation, interpretation, manipulation, delivery and display
of imagery data included in the Immersive Imagery Data to assist Licensee with the use of the
Licensed Data;






	(e)	 	encrypted or unencrypted components of the Licensed Software which are only written in
executable code;






	(f)	 	the methods and concepts embodied in the Licensed Software and Immersive Imagery Data;

	 
	(g)	 	information concerning the hardware or software used to record or process raw image data;






	(h)	 	data tables, databases, database designs, database structures, database architectures,
database technologies, database applications, database interfaces, and database reporting
methods forming part of, created by or manipulated by the Licensed Data or Licensed Software;






	(i)	 	software designs and coding (including source code, object code and executable versions of
software), computer program narratives, flow charts, logic diagrams, and software listings;






	(j)	 	know-how including knowledge concerning concepts, methods, techniques, processes,
adaptations, ideas and expressions);





(k) IMC’s license fees (including the amount of such fees charged to Licensee);





	(l)	 	information relating to IMC’s data software in use or in development and IMC’s operations or
training.




“IMC Confidential Information” means the IMC Material and all interpretative material derived
therefrom but excluding any information which Licensee can demonstrate:





	(a)	 	was already in the public domain (in the same form and presentation as in the IMC Material)
at the time furnished to Licensee or which subsequently becomes part of the public domain
through no action by or reason attributable to Licensee, Licensee’s affiliates, any
Representative of Licensee, or any Representative of Licensee’s affiliates;






	(b)	 	was at the time of disclosure already in the possession of Licensee and was not directly or
indirectly acquired by Licensee under an obligation of confidence (whether arising by way of
contract, trust, duty of confidence imposed by common law, fiduciary obligation or otherwise);
or






	(c)	 	was received by Licensee after the time of disclosure to Licensee by IMC or IMC’s
Representatives from any Person who did not require Licensee to hold such information in
confidence and who did not acquire such information directly or indirectly from IMC under any
obligation of confidence (whether arising by way of contract, trust, duty of confidence
imposed by common law, fiduciary obligation or otherwise).





9.2 Covenants Regarding IMC Confidential Information



The IMC Confidential Information will be used by Licensee solely for the purpose of assisting with
the use of the Licensed Data as permitted under this Agreement and the IMC Confidential Information
will be kept strictly confidential by Licensee and Representatives of Licensee and will not be
disclosed by Licensee or any Representative of Licensee to any Person. Licensee therefore agrees
not to use the IMC Confidential Information for any other purpose and not to use the IMC
Confidential Information in any manner adverse or detrimental to the interest of IMC.



Licensee shall not use, or disclose, publish, release, transfer or otherwise make available IMC
Confidential Information in any form to, or for the use or benefit of, any Person, except as
provided in this Agreement, without IMC’s prior written consent. Licensee shall, however, be
permitted to disclose relevant aspects of the IMC Confidential Information to Licensee’s
Representatives to the extent that such disclosure is reasonably necessary for the performance of
Licensee’s duties and obligations under this Agreement; provided, however, that Licensee shall take
all reasonable measures, consistent with the manner in which Licensee protects Licensee’s own
confidential information from time to time, to ensure that IMC Confidential Information is not
disclosed or duplicated in contravention of the provisions of this Agreement by such consultants,
officers and employees. The Licensee shall be responsible for any breach of the provisions of this
Agreement by Licensee’s Representatives. The obligations in this Section shall not restrict any
disclosure by Licensee Party pursuant to:





	(a)	 	any applicable law or legislation;






	(b)	 	any order of any court of competent jurisdiction or government agency;







			
	 	 	 
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	(c)	 	requirements for disclosure to regulators;






	(d)	 	requirements for disclosure required in the course of judicial proceedings to enforce rights
and/or remedies under this Agreement, providing that Licensee has taken all reasonable steps
to obtain a judicial order to close such proceedings and files relating to such information to
all persons other than pursuant to such judicial order, and Licensee shall give prompt notice
to IMC of any such requirement to disclose.




Licensee shall keep confidential the amount of fees charged by IMC to Licensee under this
Agreement.




9.3 Allowed References to IMC Logos



During the Term of the Agreement, upon IMC’s approval, Licensee may include the IMC’s marks, names
and logos in presentations, and marketing materials.




9.4 Other Confidentiality Requirements



The confidentiality provisions of this Agreement are in addition to and not in substitution for the
provisions of any separate confidentiality or non-disclosure agreements entered into between the
Parties prior to or after this Agreement.




9.5 Equitable Remedies



The Confidential Information constitutes proprietary information of IMC, which will be used by
Licensee only pursuant to the provisions of this Agreement and will not be used or disclosed
otherwise. In the event that Licensee breaches this Agreement, Licensee acknowledges and agrees
that IMC may suffer irreparable harm, which may not be properly compensated by money damages, and
Licensee agrees to, and provides any necessary consent to, IMC seeking equitable remedies,
including an injunction and specific performance, without the necessity to post bond or security or
prove or show the likelihood of loss or damage, in order to restrain any breach by Licensee and to
compel performance by Licensee of this Agreement.




10. RISK MANAGEMENT & LIMITATION OF LIABILITY



IN ALL CASES, LICENSEE USES AND ACCESSES THE LICENSED SOFTWARE AND THE LICENSED DATA SOLELY AT
LICENSEE’S OWN RISK.



EXCEPT AS SET OUT IN SECTION 6.1, IMC MAKES, AND LICENSEE RECEIVES, NO REPRESENTATION, WARRANTY,
CONDITION OR GUARANTEE AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH,
AVAILABILITY, ACCURACY OR COMPLETENESS OF THE LICENSED DATA.



LICENSEE ACKNOWLEDGES AND AGREES THAT IMC DOES NOT REPRESENT OR WARRANT THAT: (I) THE USE
OF THE LICENSED SOFTWARE AND/OR THE LICENSED DATA WILL BE SECURE, TIMELY, UNINTERRUPTED OR
ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (II) THE
LICENSED SOFTWARE AND/OR THE LICENSED DATA WILL MEET LICENSEE’S OR ANY END USERS REQUIREMENTS OR
EXPECTATIONS, (III) THE QUALITY OF THE LICENSED SOFTWARE AND/OR THE LICENSED DATA, OR ANY PRODUCTS,
SERVICES, ADDITIONAL SERVICES, INFORMATION, OR OTHER MATERIAL OBTAINED BY LICENSEE OR END USERS
THROUGH THE LICENSED SOFTWARE OR THE LICENSED DATA WILL MEET LICENSEE’S OR END USERS REQUIREMENTS
OR EXPECTATIONS, (IV) ERRORS OR DEFECTS WILL BE CORRECTED, (V) THE LICENSED SOFTWARE OR THE
LICENSED DATA ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.



THE LICENSED SOFTWARE AND THE LICENSED DATA ARE PROVIDED TO AND/OR USED BY LICENSEE STRICTLY ON AN
“AS IS”, “WHERE IS” AND “AS AVAILABLE” BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES,
WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, OR ARISING FROM USAGE OR A COURSE OF TRADE, WITH
RESPECT TO THE LICENSED SOFTWARE OR THE LICENSED DATA, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED
CONDITION OR WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, COMPLIANCE WITH ANY
DESCRIPTION, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED BY IMC TO THE MAXIMUM
EXTENT PERMITTED BY APPLICABLE LAW.



EXCEPT FOR IMC’S INDEMNIFICATION OBLIGATIONS UNDER ARTICLE 7, IN NO EVENT SHALL IMC BE LIABLE TO
LICENSEE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES OF ANY KIND
ARISING OUT OF OR RELATING TO THIS AGREEMENT OR LICENSEE’S USE OF THE LICENSED SOFTWARE, OR OF THE
LICENSED DATA, OR BOTH, HOWEVER CAUSED, WHETHER FOR BREACH OF WARRANTY OR CONDITION, BREACH OR
REPUDIATION OF CONTRACT, TORT, NEGLIGENCE, BREACH OF ANY DUTY, OR OTHERWISE, OR FOR FAILURE TO
REALIZE EXPECTED SAVINGS, REVENUES, PROFITS OR RESULTS, EVEN IF IMC HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH LOSS OR DAMAGES. IN ALL CASES, ANY CLAIM BY LICENSEE FOR COMPENSATION SHALL
BE LIMITED IN EVERY CASE TO A MAXIMUM AMOUNT OF THE FEES AND CHARGES PAID BY LICENSEE TO IMC UNDER
THIS AGREEMENT FOR A PERIOD OF ONE YEAR PRIOR TO SUCH CLAIM ARISING.



The parties agree that (i) the agreements made in this Section reflect a reasonable allocation of
risk, and (ii) that each Party would not enter into the Agreement without these limitations on
liability.




11. TERM AND TERMINATION




11.1 Term.



Unless terminated earlier pursuant to the provisions of this Agreement, the initial term of this
Agreement will be for the period commencing on the Commencement Date and ending the number years
after the Commencement Date indicated above under “Initial Term”.




11.2 Renewal of Term.



Unless IMC or Licensee has provided a written termination notice to the other Party pursuant to
Section 11.3, the term of this Agreement shall be automatically extended for a further 12 months (a
“Renewal Period”) after the end of the Initial Term or current Renewal Period (as applicable)
without any further action or confirmation required from either Party.




11.3 Termination Notice At End Of Current Term.



Licensee may notify IMC that the term of this Agreement will not be automatically extended at the
end of the then current Initial Term or Renewal Period but will terminate at the end of such
period, by delivering an unconditional written notice to IMC not more than 90 days and not less
than 30 days before the end of such period stating that the Licensee is irrevocably electing to not
renew the term of this Agreement.



IMC may notify Licensee that the term of this Agreement will not be automatically extended at the
end of the then current Initial Term or Renewal Period but will terminate at the end of such
period, by delivering an unconditional written notice to the Licensee not more than 90 days and not
less than 30 days before the end of such period stating that IMC is irrevocably electing to not
renew the term of this Agreement. However, IMC may not exercise IMC’s right under this Paragraph
until the “Minimum Number of Renewal Periods Available to Licensee” (on page 1 of this Agreement)
have expired.




11.4 Early Ending of Term.



Notwithstanding that the Initial Term or Renewal Period has not elapsed, the Term shall end as of
the dates indicated below upon the occurrence of any of the following events:





	(a)	 	if one Party commits a breach of this Agreement which has not been corrected to the
satisfaction of the other Party (acting reasonably) within thirty (30) days after written
notice of such breach has been given to the Party who has committed the breach by the other
Party, the Term shall end at the expiry of such 30 day period (if the notice of breach sets
out that the failure to correct the breach shall result in the ending of the Term);






	(b)	 	if IMC elects to end the Term early in relation to an infringement claim as contemplated by
Article 8;






	(c)	 	if Licensee elects to end the Term early on account of force majeure as contemplated by
Section 12.5;






	(d)	 	if one Party files a petition for bankruptcy, becomes insolvent, or makes an assignment for
the benefit of its creditors, or a receiver is appointed for the other Party or its business,
the Term shall end immediately upon






			
	 	 	 
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	 	 	written notice being provided by the other Party exercising its right to terminate on account of
the other Parties bankruptcy etc.





11.5 Effects of Ending of Term.





	(a)	 	Upon ending of the Term for any reason, Licensee shall immediately cease all use of and/or
access to the Licensed Data and Licensed Software. At the request of IMC, Licensee shall
return or certify the destruction of all copies of the Licensed Data and Licensed Data in
Licensee’s custody, control, power or possession.






	(b)	 	The ending of the Term shall only terminate the ongoing obligations/covenants of the Parties
that are specifically stated to continue during the Term. However, the ending of the Term
shall not constitute an termination of this Agreement as a whole. All covenants and
obligations of the Parties which are not specifically limited in application to the Term shall
continue after the ending of the Term. This agreement shall not terminate as a whole except
pursuant to a written termination agreement signed by all of the Parties.





12. MISCELLANEOUS




12.1 Form Of Cash Payments



All cash payments to be made pursuant to this Agreement shall be in U.S. funds. All cash payments
shall be made by certified check, bank draft or bank wire transfer unless otherwise agreed by IMC.




12.2 Notices



All notices will be in English and in writing and sent to the Parties at their addresses identified
above. Notice will be deemed given (i) upon receipt when delivered personally, (ii) upon written
verification of receipt from overnight courier, (iii) upon verification of receipt of registered or
certified mail or (iv) upon verification of receipt via facsimile, provided that such notice is
also sent simultaneously via first class mail.




12.3 Assignment & Enurement



This Agreement may not be assigned by Licensee without the prior written consent of IMC (such
consent not to be unreasonably withheld) except that Licensee may assign this Agreement (as to the
entire agreement without reservation, i.e. partial assignments are not permitted) to a Person which
acquires substantially all the assets of Licensee provided that the Person agrees in writing (in
form acceptable to IMC) prior to the assignment to comply with the obligations of Licensee under
this Agreement. Any assignment by Licensee shall not operate to relieve Licensee of its
responsibilities under this Agreement (i.e. Licensee and assignee will be jointly and severally
liable).



This Agreement shall be binding upon and shall enure to the benefit of the Parties and their
respective administrators, trustees, receivers, successors and permitted assigns.




12.4 Governing Law



This Agreement shall, in all respects, be subject to, interpreted, construed and enforced in
accordance with and under the laws of the State of Oregon and the federal laws of the United States
of America applicable therein and shall be treated as a contract made in the State of Oregon.



The Parties irrevocably attorn and submit to the non-exclusive jurisdiction of the courts of the
State of Oregon and the State indicated above as being the state in which the Licensee’s office is
located and courts of appeal therefrom in respect of all matters arising out of this Agreement.



The parties specifically exclude from application to the Agreement the United Nations Convention on
Contracts for the International Sale of Goods and the Uniform Computer Information Transactions
Act.




12.5 Force Majeure



IMC shall not be in default of this Agreement and shall be relieved from IMC’s obligations pursuant
to this Agreement when and to the extent that performance hereof is delayed or prevented by act of
God, fire, explosion, act of war (whether declared or not), act of war, act of terrorism, act of
public enemy, riot, civil disturbance, labour controversy (including without limitation strike,
lockout, or walkout), epidemic, quarantine, earthquake, flood, shortage or water, widespread
electrical grid failure, wide spread electronic communication failures, Internet disturbances,
severe winter storms, shortage of power, shortage of labour, shortage of transportation facilities,
or any other similar cause, except financial, but in every case the failure to perform must be
beyond the control and without fault or negligence of IMC. In such circumstances IMC shall not be
liable during the period and to the extent of such inability or failure. However, if IMC is not
able to resume performance within 60 days Licensee may end the Term of this Agreement on written
notice to IMC.




12.6 Further Assurances



Each Party will, from time to time, without further consideration, do such further acts and deliver
all such further assurances, deeds and documents as shall be reasonably required in order to fully
perform and carry out the terms of this Agreement.




12.7 Entire Agreement (Whole Agreement)



The provisions contained in any and all documents and agreements collateral hereto shall at all
times be read subject to the provisions of this Agreement and, in the event of conflict, the
provisions of this Agreement shall prevail. This Agreement supersedes all other agreements,
documents, writings, and verbal understandings and representations (verbal or written) (“External
References”) relating to the subject matter hereof and expresses the entire agreement of the
Parties with respect to the subject matter hereof. For greater certainty, the Parties agree that
it is their intention by including this Section that: there shall be no reference to common law
implied terms or to External References to: (a) determine whether there were different or
additional conditions precedent to a Party’s obligations under this Agreement, (b) find that there
are additional or collateral agreements between any of the Parties, (c) find implied covenants
between the Parties, (d) find that this Agreement was entered into based on a representation not
contained in this Agreement. Notwithstanding the foregoing, any prior non-disclosure or
confidentiality agreements entered into between the Parties shall not be superseded by this
Agreement but shall operate in conjunction with this Agreement — with this Agreement governing in
the event of any direct contradiction between the prior non-disclosure or confidentiality
agreements and this Agreement.




12.8 Amendment



Any amendments or modifications to this Agreement must (i) be by an instrument in writing; (ii) be
dated subsequent to the date hereof; (iii) refer to this Agreement; and (iv) be executed by an
authorized Representative of each Party. In the case of IMC, the only Representatives authorized
to agree to amend the terms of this Agreement shall be the President & Chief Executive Officer -
any other amendments purported to be agreed to by any other Representative of IMC shall not be
binding on IMC unless subsequently ratified in writing by IMC’s President & Chief Executive
Officer.




12.9 Relationship Of Parties



Nothing contained in this Agreement shall be deemed or construed by the Parties, or any other third
party, to create the relationship of partnership, agency, or joint venture or an association for
profit between IMC and Licensee. Except as expressly provided in the Agreement, neither Party has,
nor held itself out as having, any authority to enter into any contract or create any obligation or
liability on behalf of, in the name of, or binding upon the other Party.




12.10 Time Of Essence



Time shall be of the essence in this Agreement.




12.11 Invalidity Of Provisions



In case any of the provisions of this Agreement should be invalid, illegal or unenforceable in any
respect, the validity, legality or enforceability of the remaining provisions contained herein
shall not in any way be affected or impaired thereby.




12.12 Waiver



No failure on the part of any Party in exercising any right or remedy hereunder shall operate as a
waiver thereof, nor shall any single or partial exercise of any such right or remedy preclude any
other or further exercise thereof or the exercise of any right or remedy in law or in equity or by
statute or otherwise conferred. No waiver of any provision of this Agreement, including without
limitation, this Section shall be effective otherwise than by an instrument in writing dated
subsequent to the date hereof, executed by a duly authorized representative of the Party making
such waiver.






			
	 	 	 
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12.13 Invalidity



In case any of the provisions of this Agreement should be invalid, illegal or unenforceable in any
respect, the validity, legality or enforceability of the remaining provisions contained herein
shall not in any way be affected or impaired thereby.




12.14 Public Announcements



IMC shall be permitted to identify Licensee as a licensee/user of IMC’s data and software.
Licensee shall not release any information concerning this Agreement and the transactions herein
provided for, without the prior written consent of IMC, which consent shall not be unreasonably
withheld. Nothing contained herein shall prevent a Party at any time from furnishing information
to any Governmental Body or to the public if required by Applicable Law, provided that the Parties
shall advise each other in advance of any public statement which they propose to make.



Licensee agrees that Immersive Media Corp. (IMC’s parent corporation) may provide disclosure of the
existence and signing of this Agreement and may file a copy of this agreement as a “material
contract” if disclosure is required to be made under securities laws applicable to Immersive Media
Corp.




12.15 Telecopy Execution



The Parties shall be entitled to rely on a telecopy copy of this executed Agreement (or the
signature page) received from another Party as valid delivery of this Agreement by such Party.
Delivery by a Party of a telecopy Agreement (or the signature page) shall be legally effective to
create a valid and binding obligation of such Party enforceable against such Party in accordance
with the terms hereof (subject to the other Parties also all delivering executed copies of this
Agreement).




12.16 Counterpart Execution



This Agreement may be executed in counterpart, no one copy of which need be executed by both
Parties. A valid and binding contract shall arise if and when counterpart execution pages are
executed and delivered by each of the Parties.





End of Terms & Conditions




			
	 	 	 
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