CELARTEM, INC., doing business as Extensis
1500 SW FIRST AVENUE SUITE 680
PORTLAND, OR 97201
(503) 274 2020 Phone
(503) 274 0530 Fax
www.extensis.com

SOFTWARE LICENSE AGREEMENT FOR MRSID
DECODE SDKS
IMPORTANT - READ CAREFULLY.
This Software License Agreement ("Agreement") is a legal agreement
between you as the licensee (either as an individual or a single entity, and
hereinafter referred to as "Licensee") and Celartem, Inc., doing business as
Extensis ("Extensis"), for Extensis' MrSID Decode SDKs (including the
GeoExpress Decode SDK and the LiDAR Compressor SDK) (collectively
"DSDK"). DSDK consists of libraries that allow licensees to write software, or
engineer a process, that enables end-users to view MrSID-formatted files and
other supported file types.

Licensee desires to design, develop or market software products that use
DSDK to permit (among other functionality developed by Licensee) an end-
user to view *. sid-formatted files and other supported formatted files
("Licensed Products").

In consideration of the premises and mutual covenants of this Agreement,
Extensis agrees to license DSDK to Licensee for Licensee's use in the
development of Licensed Products, and Licensee's subsequent sublicensing
of DSDK with the Licensed Products pursuant to the terms and conditions
which follow. By installing, copying, using and/or sublicensing DSDK,
Licensee agrees to be bound by the terms and conditions of this Agreement.

1. LICENSE GRANT.
1.1 DSDK. DSDK and any and all associated media, printed materials,
installed and/or "online" or electronic documentation provided with DSDK are
protected by copyright laws and international copyright treaties, as well as
other intellectual property laws and treaties, and is licensed, not sold.
Licensee shall not modify, reverse engineer, disassemble or decompile or
otherwise seek to discover the source code or trade secrets of DSDK.
Licensee shall not use DSDK to develop products or allow others to develop
products that encode files into the MrSID format.

1.2 Development License Grant. Extensis hereby grants to Licensee a
nonexclusive license to install DSDK on a reasonable number of CPUs in
Licensee's own facilities only for its own internal use and development of
Licensed Products that use DSDK to view *.sid files.

1.3 Distribution License Grant. Subject to the terms and conditions of this
Agreement, Extensis hereby grants to Licensee a nonexclusive, worldwide,
nontransferable right to distribute DSDK in object code format with the
Licensed Products. For avoidance of ambiguity, Licensee is not permitted to
distribute DSDK source code libraries. Licensee may distribute DSDK with the
Licensed Products to sublicensees (and such sublicensees may further
sublicense DSDK with the Licensed Products to other sublicensees) provided:

(a) a notice regarding Extensis or its licensors' ownership rights with respect
to DSDK shall be provided with the Licensed Products as set forth in
Subsection 2.2 below;

(b) DSDK shall only be sublicensed under license terms as set forth in
Subsection 1.3(d) below and any and all distribution of DSDK with the
Licensed Product shall not cause, or could be interpreted or asserted to
cause, DSDK to become subject to the terms of any open source agreement,
including, without limitation, the GNU General Public License, Lesser General
Public License, Affero GPL, European Community Public License or Mozilla;

(c) any and all distribution of DSDK shall not (i) create, or purport to create,
any obligations for Extensis or its licensors with respect to DSDK; or (ii) grant,
or purport to grant, to any third party any rights to or immunities under
Extensis or its licensors' intellectual property or proprietary rights in DSDK;

(d) DSDK shall be sublicensed to any and all sublicensees subject to a license
agreement that provides Extensis and its licensors with the same protections
and requirements as set forth in Sections 1.1, 1.3, 1.4, 1.5, 2, 3, 4, and 6.1.
For the avoidance of ambiguity, Licensee and any and all sublicensees may
not sublicense DSDK separately from the Licensed Products.
1.4 Rights in DSDK. Extensis and its licensors retain all right, title to, and
ownership of all applicable intellectual property rights such as patent,
copyrights and trade secrets in DSDK (including Updates as defined in
Section 2.3) and any associated documentation. Without limiting its rights in
any way, Extensis hereby specifically reserves the worldwide nonexclusive
right to develop, use, reproduce and distribute DSDK directly to other
integrators, distributors and/or end-users. DSDK, including features and
related information, is unpublished software, trade secret, confidential or
proprietary information of Extensis or its licensors. DSDK is a "commercial
item" as defined in FAR 2.101, DFAR 252.227-7014(a)(1) and DFAR 252.227-
7014(a)(5). Consistent with DFAR 227.7202 and FAR 12.212, any use,
reproduction, display, or disclosure by the US Government shall be governed
solely by the terms of this Agreement. Except as expressly permitted pursuant
to Section 1.3, Licensee shall not rent, sell, lease, disclose or otherwise
provide DSDK, associated documentation or any related information to any
third party and will use such efforts, and in no event less than a commercially
reasonable effort, to protect DSDK, associated documentation or related
information as Licensee uses to protect its own trade secret, confidential or
proprietary information.

1.5 Third Party Software. DSDK works with certain third-party software
components and programs ("Third-Party Software") which are subject to their
respective licensor's applicable terms and conditions. The Third-Party
Software's applicable terms and conditions are contained in the installed
documentation accompanying DSDK. Any use of the Third Party Software
shall be governed solely by the applicable Third Party Software terms and
conditions.

2. OBLIGATIONS OF LICENSEE.
2.1 Trademark Usage. In connection with Licensee's license rights granted
hereunder with respect to DSDK, Extensis grants to Licensee a nonexclusive,
nontransferable limited license to use and display Extensis' trademarks, logos
or other elements of its branding (collectively "Trademarks") subject to
Extensis' Trademarks guidelines which shall be made available to Licensee.
Licensee agrees to abide by such Trademarks guidelines which may be
modified by Extensis from time to time.

2.2 Proprietary Rights Notice. Licensee must include in the Licensed Products
all DSDK ownership/copyright, Trademark, trade secret and other intellectual
or proprietary rights notices in the About Box for the Licensed Products, or
any other similar location where Licensee places proprietary rights notices
pertaining to third-party software incorporated in the Licensed Products. At a
minimum, Licensee shall include the following notice in the Licensed
Products:

Portions of this computer program are copyright (c) 1995-2018 Celartem, Inc.,
doing business as Extensis. All rights reserved.

2.3 Licensed Product Support and Updates. Licensee is responsible for the
support of all Licensed Products. Licensee agrees to use commercially
reasonable efforts to implement Updates provided by Extensis into the next
scheduled release of the Licensed Products. Extensis may, but is not
obligated to, provide such Updates to DSDK. "Updates" shall mean
maintenance revisions that correct identified errors in or provide bug fixes for
DSDK and may also include support for additional file formats.

3. DISCLAIMER OF WARRANTIES.
DSDK IS PROVIDED "AS IS" AND EXTENSIS DISCLAIMS ALL
WARRANTIES ON DSDK, EITHER EXPRESS OR IMPLIED, INCLUDING
BUT NOT LIMITED TO THE IMPLIED WARRANTY OF MERCHANTABILITY
OR FITNESS FOR A PARTICULAR PURPOSE, OR FOR ANY IMPLIED
WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF
DEALING, USAGE OR TRADE, OR NONINFRINGEMENT. EXTENSIS
DOES NOT REPRESENT OR WARRANT THAT DSDK WILL ACHIEVE ANY
SPECIFIC RESULT OR REQUIREMENT IN LICENSEE'S BUSINESS,
OPERATE WITHOUT INTERRUPTION, OR BE ERROR-FREE IN
OPERATION. LICENSEE'S STATE MAY PROVIDE LICENSEE WITH
SPECIFIC LEGAL RIGHTS WITH RESPECT TO WARRANTIES; SUCH
RIGHTS VARY FROM STATE TO STATE.

4. LIMITATION OF LIABILITY.
IN NO EVENT SHALL EXTENSIS BE LIABLE FOR ANY DAMAGES
RESULTING FROM LOSS OF DATA, USE, PROFIT OR REVENUE, OR
FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL OR
PUNITIVE DAMAGES, HOWEVER CAUSED, EVEN IF EXTENSIS HAS
BEEN ADVISED OFTHE POSSIBILITY OF SUCH DAMAGES. EXTENSIS'
LIABILITY FOR ANY OTHER DAMAGES SHALL IN NO EVENT EXCEED
THE AMOUNT LICENSEE PAID UNDER THIS AGREEMENT. THIS
LIMITATION OF EXTENSIS' LIABILITY FOR DSDK WILL APPLY
REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT OR
IN TORT INCLUDING NEGLIGENCE OR ANY OTHER BASIS. BECAUSE
LICENSEE'S STATE MAY NOT ALLOW THE ABOVE EXCLUSIONS OR
LIMITATIONS OF LIABILITY, THE ABOVE LIMITATIONS MAY NOT APPLY
TO LICENSEE.

5. TERMINATION.
5.1 Extensis may immediately terminate this Agreement if Licensee is in
default of any provision of this Agreement. Upon any termination of this
Agreement, all licenses granted to Licensee shall terminate and Licensee
must return to Extensis or destroy all copies of DSDK in its possession,
custody, or control, whether modified or not.

5.2 Survival Provisions. Except as otherwise provided herein, the provisions of
Sections 3, 4, 5.1, 5.2, 6.3, 6.4 and 6.5 of this Agreement survive any
termination or expiration of this Agreement.

6. MISCELLANEOUS.
6.1 Export Controls. Licensee shall not export or reexport DSDK or any direct
product thereof without the appropriate United States or foreign government
export licenses, notifications or approvals.

6.2 Assignment and Binding Effect. Licensee may not transfer or assign its
rights or obligations under this Agreement without the prior written consent of
Extensis, except to a successor in interest or purchaser of all or substantially
all of Licensee's assets which specifically assumes the obligations of this
Agreement. Licensee will notify Extensis within ten (10) days of such event.
Subject to the foregoing sentence, this Agreement will be binding upon and
inure to the benefit of the parties hereto, their successors and assigns.

6.3 Partial Invalidity and No Waiver. If any provision of this Agreement is held
to be invalid by a court of competent jurisdiction, then the remaining
provisions will nevertheless remain in full force and effect. The parties agree
to renegotiate in good faith any term held invalid and to be bound by the
mutually agreed substitute provision. No waiver of any term or condition of this
Agreement will be valid or binding on either party unless the same will have
been mutually assented to in writing by an officer of both parties. The failure of
either party at any time to enforce any of the provisions of the Agreement, or
the failure to require at any time performance by the other party of any of the
provisions of this Agreement, will in no way be construed to be a present or
future waiver of such provisions, nor in any way affect the validity of an effort
by either party to enforce each and every such provision thereafter.

6.4 Governing Law. This Agreement shall be governed by the laws of the
State of Oregon, excluding that body of law known as conflicts of laws, and
the United Nations Convention on Contracts for the International Sale of
Goods.

6.5 Entire Agreement. This Agreement sets forth the entire agreement and
understanding of the parties relating to the subject matter herein and merges
all prior discussion(s) between them. No modification of or amendment to this
Agreement will be effective unless set forth in writing signed by officers of both
parties hereto.