Esri 380 New York Street Redlands, California 92373-8100 Phone: 909-793-2853, ext. 1-4441 Fax: 909-307-3046

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Digital Pen Technology Enabling ArcGIS Desktop Users to Update Digital Paper Maps in the Field A special promotional offer of Capturx for ArcGIS® Desktop for U.S. customers only What is Capturx for ArcGIS Desktop? Capturx for ArcGIS Desktop is a powerful, simple, digital data collection solution that empowers ArcGIS Desktop users to collect GIS data with pen and paper. GIS users can continue using paper maps by converting pen and paper data into digital data. If you use Esri® ArcGIS Desktop 9.3.1, the Capturx for ArcGIS Desktop extension is the ideal way to create, import, edit, share, and act on paper-based data in and between ArcGIS Desktops. With Capturx for ArcGIS Desktop, users can collect feature class data using a digital pen and update the data directly into ArcGIS Desktop 9.3.1. From the field, you get fully digitized GIS data from paper maps automatically. Simply select what you want to create from the map's legend and place it on the map by drawing its location. When you connect the digital pen to your desktop using the included USB dock, you can review the new features and add them directly to the geodatabase. Here's how it works, directly from ArcGIS Desktop 9.3.1, in just three easy steps:

1. Print, with a supported printer, your digital paper maps directly from your geodatabase using Capturx for ArcGIS Desktop.

2. Use the Adapx digital pen to collect feature class data on your printed paper maps. 3. Dock your digital pen to upload data directly into your geodatabase using the Capturx for

ArcGIS Desktop extension. Now you can edit and review data in ArcGIS Desktop 9.3.1.

Product and Pricing Item 110243—Capturx for ArcGIS Desktop 9.3.1 License Single User Bundle. Bundle includes:

o One Capturx for ArcGIS 1.2.1 Software CD o One Digital Pen Kit o One Enterprise Enabled Pen Connection o One Shelf of Digital Pattern

Unit Price: $1,490

Esri 380 New York Street Redlands, California 92373-8100 Phone: 909-793-2853, ext. 1-4441 Fax: 909-307-3046

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Components of the Capturx for ArcGIS Desktop solution for each user:

One Capturx for ArcGIS Desktop extension

A full complement of digital pattern (more than 4,000 pages of digital pattern at 17 x 22 inch sheet size per Adapx Digital Pen) for print on demand, with three different digital pattern paper sizes to select from: A0 (34 x 44 in.), A2 (17 x 22 in.), and A4 (8.5 x 11 in.)

Digital pen

Fisher pen replacement ink cartridges

USB dock

USB cable

See a Demo adapx.com/resources/videos/capturx-arcgis-0 Get more product details at adapx.com/sites/default/files/file/capturx-datasheet-arcgis.pdf The Capturx for ArcGIS Desktop User Guide can be found at adapx.com/images/pdfs/capturxAGIS_UG.pdf Item 110244—Capturx Disaster Response Kit. Kit includes:

o Five ASEA-1211-S Capturx for ArcGIS 1.2.1 Software o Five ASMO-3211-S Capturx Forms for Microsoft Excel 1.1.1 Software o Five ASMO-4211E Capturx for Microsoft Office OneNote 2.0 Software Bundle with pen o Five AHJL-2555 Capturx JL Darling Rite-in-the-Rain Notebooks o One 91655503 Oki 830DN Tabloid Printer o One Pelican1690F Pelican Case Model 1690 with foam insert o One 7431006 Surge Protector and USB Charger o One 35980 USB Printer Cable o One Printer Dust Cover

Unit Price: $16,700

Esri 380 New York Street Redlands, California 92373-8100 Phone: 909-793-2853, ext. 1-4441 Fax: 909-307-3046

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Item 122200—Capturx Forms for Microsoft Excel 2007 Single User Bundle. Bundle includes:

o One Capturx Forms for Excel Software CD o One Digital Pen Kit o One Enterprise-Enabled Pen Connection o One Shelf of Digital Pattern

Unit Price: $1,495 Item 122201—Capturx for Microsoft Office OneNote 2007 or 2010 Kit

o One Capturx for Microsoft OneNote Software o One 5 x 7 inch Notebook o One Digital Pen with Docking Station and Five Blue Ink Cartridges

Supports Windows XP, Windows Vista, or Windows 7 Unit Price: $399

One complete Capturx for Microsoft Office OneNote 2007 or 2010 Kit includes

● Capturx for Microsoft Office OneNote 2007 or 2010 extension ● Digital pen ● Fisher pen replacement ink cartridges ● Adapx/Rite in the Rain digital field notebook ● USB dock ● USB cable

Capturx for Microsoft Office OneNote 2007 or 2010 makes it easy to collect field data by creating digital field notes. Simply write notes or sketches in your journal and dock your digital pen; your paper-based notes upload into Microsoft Office OneNote automatically.

Get more information about Capturx for Microsoft Office OneNote at adapx.com/sites/default/files/file/capturx-datasheet-onenote.pdf.

For technical support or warranty issues, please call 877-ADAPX03 (877-232-7903) or review the information at the following link: adapx.com/index.php?/Support/Technical-Support.html. For more warranty information, please see End User License Agreement, section 8, on page 13.

Esri 380 New York Street Redlands, California 92373-8100 Phone: 909-793-2853, ext. 1-4441 Fax: 909-307-3046

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Capturx for ArcGIS Desktop Workflow

Esri 380 New York Street Redlands, California 92373-8100 Phone: 909-793-2853, ext. 1-4441 Fax: 909-307-3046

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ESRI QUOTATION TERMS AND CONDITIONS These prices and terms are valid only for items purchased and delivered within the United States excluding Guam, Puerto Rico, and the Virgin Islands. This quotation information is proprietary and may not be copied or released other than for the express purpose of system selection and purchase. This information may not be given to outside parties or used for any other purpose without written consent from Esri. ORDER PROCESS The order process is initiated when Esri receives an original purchase order or some form of advance payment. Several additional documents (e.g., credit application, if not using credit card, and tax exemption certificate) are required to complete the order. IMPORTANT! Collectively, these documents contain the authorizations and information necessary to ship proper versions of the software on the correct media. Please return them promptly to avoid unnecessary delays in shipping. Please return all documents by mail or express courier or as otherwise directed. Please show the following remittance address on your purchase order:

Esri, File #54630, Los Angeles, CA 90074-4630 DELIVERY FOB ORIGIN Software: Allow 30 days from Esri's receipt of purchase order, signed software license agreement(s), and other documents, as required. Esri software license agreements may be accessed at esri.com/legal. Hardware: Manufacturer's terms apply. Lead times depend on make/models purchased. Standard delivery method is surface carrier for hardware. Actual delivery method may vary depending on weight. Other service is available for an additional fee (e.g., overnight delivery). PAYMENT TERMS Net 30 days, on approved credit. WARRANTY Warranty and service are provided by manufacturer(s). TAXES Prices quoted do not include applicable sales or use taxes unless so stated. Esri reserves the right to collect sales tax assessed by states as required by law. Esri will add state sales tax to the invoice unless Esri receives proof with the order that your organization is tax exempt or pays state tax directly. Esri collects and pays sales tax in Alabama, Arizona, California, Colorado, Connecticut, Florida, Georgia, Hawaii, Illinois, Indiana, Kansas, Maryland, Massachusetts, Michigan, Minnesota, Missouri, Nebraska, Nevada, New Jersey, New Mexico, New York, North Carolina, North Dakota, Ohio, Oklahoma, Pennsylvania, South Carolina, Tennessee, Texas, Utah, Vermont, Virginia, Washington, and Wisconsin. In preparing your budget, please allow for applicable sales tax. Esri reserves the right to collect sales tax assessed by additional states as required by law.

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Esri 380 New York Street Redlands, California 92373-8100 909-793-2853

ORDERED BY Organization

Date of Order P.O. No.

Phone Fax

Contact Esri Customer No.

Capturx for ArcGIS® Desktop Domestic Order Form

11/12/10

BILL TO SHIP TO Organization Organization

Department P.O. No. Department

Address Address

Attention Attention

Phone Fax Phone Fax

E-mail E-mail

Qty. Description Unit Package Price Total Item 110243—Capturx for ArcGIS Desktop 9.3.1 License Single User Bundle $1,490 Item 110244—Capturx Disaster Response Kit $16,700 Item 122200—Capturx Forms for Microsoft Excel 2007 Single User Bundle $1,495 Item 122201—Capturx for Microsoft Office OneNote 2007 or 2010 Kit $399 Optional Items Total Optional Items (enter items and prices below) Unit Price Net Price Subtotal Shipping Included Sales Tax* Total Due Esri

FAX YOUR ORDER TO Please attach sheet of additional options and pricing, if necessary.

* Please add appropriate sales tax in the states of AL, AZ, CA, CO, CT, FL, GA, HI, IL, IN, KS, MA, MD, MI, MN, MO, NC, ND, NE, NJ, NM, NV, NY, OH, OK, PA, SC, TN, TX, UT, VA, VT, WA, and WI. Esri reserves the right to correct sales tax rates and/or collect the sales tax assessed by additional states as required by law, without notice. Items may be shipped separately.

800-330-7053 ATTN.: Customer Service/Kelly Campos

Esri 380 New York Street • Redlands, CA 92373-8100

NOTES A. If submitting a purchase order, a credit application will need to be completed if one is not

already on file with Esri. B. Delivery is based on manufacturer availability. C. All sales are final. Opened boxes cannot be returned for credit.

PAYMENT OPTIONS (a) Enclose a check payable to Esri with this form. (b) Complete credit card authorization information below. (c) Enclose a completed purchase order with this form.

We will not ship without payment or purchase order enclosed. Acceptance of purchase order is based on credit approval.

CREDIT CARD AUTHORIZATION Check One Card Number

AMEX Disc. MC Visa

Expiration Date

Cardholder Signature Approval Code (Esri use only)

Cardholder Printed Name

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IN-HOUSE USE ORIGINATED BY _____________ DEPT. ______________ PHONE ______________ CLIENT'S REQUEST $

ESRI CREDIT APPLICATION

COMPANY INFORMATION

COMPANY NAME: TELEPHONE: DBA: FAX: ADDRESS: CONTACT: TAX EXEMPT: YES/NO. IF YES, PLEASE ATTACH COPY OF EXEMPTION CERTIFICATES FOR ALL STATES. LENGTH OF TIME IN BUSINESS: FEDERAL ID NO.: NUMBER OF EMPLOYEES:

CORPORATION PROPRIETORSHIP PARTNERSHIP IF A CORPORATION, IN WHAT STATE INCORPORATED: DATE OF INCORPORATION: PRESIDENT: VICE PRESIDENT: PARTNER'S NAME(S): PERSONS WITH CORPORATE SIGNATORY AUTHORITY: COMPANY CLASSIFICATION: FORTUNE 500 UNIVERSITY, COLLEGE, OR PUBLIC SCHOOLS LOCAL, STATE, OR FEDERAL GOVERNMENT NONE OF THE ABOVE BRIEFLY DESCRIBE YOUR COMPANY'S FUNCTION:

BANK REFERENCE (Please list all banks and banking account numbers; attach additional pages if necessary.)

BANK NAME: TELEPHONE: ADDRESS: CONTACT: CHECKING ACCOUNT NO.: OTHER ACCOUNT NO.: LOAN NO.:

VENDOR REFERENCE (PROVIDE 5)

NAME: NAME: ADDRESS: ADDRESS: TELEPHONE: TELEPHONE:

NAME: NAME: ADDRESS: ADDRESS: TELEPHONE: TELEPHONE:

NAME: ADDRESS: TELEPHONE:

ENVIRONMENTAL SYSTEMS RESEARCH INSTITUTE, INC. (ESRI), PAYMENT POLICY: NET 30 DAYS, 1.5 PERCENT LATE FEE PER MONTH AFTER 30 DAYS.

BY SIGNING BELOW, COMPANY CERTIFIES AND ATTESTS FINANCIAL RESPONSIBILITY FOR ANY AND ALL CORRECT ESRI INVOICES TO COMPANY AND ITS ABILITY TO PAY SUCH INVOICES IN ACCORDANCE WITH ESRI'S PAYMENT POLICY. COMPANY FURTHER AGREES TO PAY REASONABLE ATTORNEY'S FEES, PLUS INTEREST, IN THE EVENT OF DEFAULT IN PAYMENTS IN COMPLIANCE WITH ESRI POLICY. THE INFORMATION CONTAINED HEREIN IS ONLY FOR THE PURPOSE OF OBTAINING CREDIT AND AUTHORIZES ESRI TO OBTAIN INFORMATION CONCERNING COMPANY'S CREDIT STANDING.

PLEASE FAX TO ESRI CREDIT ANALYST AT 909-307-3031 AND MAIL ORIGINAL.

BY: DATE:

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Key Features Printing. Any ArcMap™ software-designed map can be printed on ordinary paper using many color printers* on sizes ranging from 8 1/2 x 11 to large-format A0 plots. Action Palettes. Capturx creates virtual toolbars on printed maps as legends that list the feature layers. Teams can select a feature from the printed legend, such as a road type or pipeline, and draw it on the map with the digital pen. When the digital pen docks with the PC, the data, including the classification of those features, automatically gets synced with the geodatabase. Adding Geodatabase Items. Any geodatabase item, from points to polylines and polygons, can be created and captured using the digital pen. Collecting Feature Class Data. Feature class data from ArcMap can also be placed in the legend with predefined attribute values, making feature class data collection much more efficient. Redlining. Any type of freehand text or drawing can be written on printed maps and displayed as a redline layer on the geodatabase. Reviewing. Field data is uploaded into ArcGIS Desktop as an edit session, enabling analysts to review each new feature, make edits or corrections, and update the geodatabase. Team Collaboration. Multiple team members can simultaneously collect GIS data using individual pens and maps. Capturx tracks data by user, enabling easy uploading, consolidation, and management of team data.

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System Requirements

Component Requirement Basic Same qualifications are required as for prerequisite ArcGIS Desktop 9.3.1 application. See

esri.com/software/arcgis/arcinfo/about/systemrequirements.html. Computer and Processor

1 to 1.6 gigahertz (GHz) or higher processor, depending on ArcGIS version used

Bus USB 1.0 or greater for docking up to six digital pens simultaneously and any number of pens sequentially (digital pens must be docked at the workstation where the map was printed.)

Memory 512 megabytes (MB) or higher Drive CD-ROM or DVD drive for installation

Display Monitor with 1,024 x 768 or higher resolution; color depth greater than 256

Operating System

Microsoft Windows XP with Service Pack 2 (SP2), .NET 2.0 or greater

Printing Adapx recommends the following configurations when printing with Capturx: Printers Qualified color printers (guaranteed performance for the life of the printer):

Oki C5400, C6100, C5900, C6100, C96001

Tested desktop color laser printers: HP 5550

Large-format color printers: HP T1100ps

For a complete list of printers, go to adapx.com/index.php?/Support/Technical-Support.html.

Essential Requirements for Printers

CMYK color, PostScript Level 2 support, true 600 dpi for laser or true 1200 dpi for ink-jet

Ink Laser toner or ink-jet pigment ink for black (K)2, traditional dye (CMY) color inks3

Paper White paper, the brighter the better, medium bond4

Additional Actual requirements and product functionality may vary based on your system configuration and operating system.

Network Internet access is required for product registration, for initial Pen connection, and while restocking pattern.

1 Other model numbers used outside the United States 2 High absorption in the wavelengths 800–950 3 Minimal absorption in the wavelengths 800–950 4 Uncoated with weights > 60 g/m, opacity > 88%, surface roughness, Bendsen (ml/min) between 100 and 400

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END-USER LICENSE AGREEMENT

This document is a legal agreement ("Agreement") between the end user ("User"), (and in the case of a corporate entity, "User" includes the entity on whose behalf you are obtaining the enclosed software product), and Adapx, Inc. ("Adapx"). BY USING THE ENCLOSED SOFTWARE PRODUCT, USER AGREES TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF USER DOES NOT AGREE TO THE TERMS OF THIS AGREEMENT, RETURN THE UNOPENED LICENSED MATERIALS, ALONG WITH THE HARDWARE PURCHASED IF PROVIDED ON SUCH HARDWARE AND PROOF OF PAYMENT TO ADAPX WITHIN THIRTY (30) DAYS FROM THE DATE OF PURCHASE FOR A FULL REFUND.

The parties further agree that this Agreement is between User and Adapx, and creates no obligations to User on the part of Adapx's affiliates, subcontractors, or suppliers. User expressly relinquishes any rights as a third party beneficiary to any agreements between Adapx and such parties.

1. GRANT OF SOFTWARE LICENSE. Subject to the terms and conditions of this Agreement, Adapx grants User the right on a non-exclusive, basis for internal purposes only and only as expressly permitted by this Agreement

a. to use the software program, including any components supplied to Adapx by third parties (the "Licensed Software") in object code form on a single processing unit owned or leased by User or otherwise use the software as embedded in equipment provided by Adapx ("Hardware");

b. to use the Licensed Software on any replacement for that Hardware;

c. to use any related documentation (collectively, the documentation and the Licensed Software are the "Licensed Materials"), provided that User may not copy the documentation;

d. to make copies of the Licensed Software in only the amount necessary for backup or archival purposes, or to replace a defective copy; provided that User (i) has not more than two (2) total copies of the Licensed Software including the original media without Adapx's prior written consent, (ii) User operates no more than one copy of the Licensed Software, and (iii) User retains and does not deface, alter or otherwise tamper with any copyright, trademark and other proprietary notices, warnings or legends in or on the copy.

2. RESTRICTION AGAINST COPYING OR MODIFYING LICENSED MATERIALS. All rights not expressly granted herein are reserved by Adapx and its suppliers. Without limiting the foregoing, User agrees:

a. to maintain appropriate records of the location of the original media and all copies of the Licensed Software, in whole or in part, made by User;

b. not to use, copy or modify the Licensed Materials, in whole or in part, except as expressly provided in this Agreement;

c. not to decompile, disassemble, electronically transfer, or reverse engineer the Licensed Software, or to translate the Licensed Software into another computer language; provided that, if the Licensed Materials are used within a Member State of the European Union, nothing in this Agreement shall be construed as restricting any rights available under the European Community Software Directive (91/250/EEC as amended).

3. TERM AND TRANSFER. User may transfer the Licensed Materials with a copy of this Agreement to another party only on a permanent basis in connection with the transfer to the same party of the Hardware on which the Licensed Software is used, and only if the other party accepts the terms and conditions of this Agreement. Upon such transfer, User must transfer all accompanying written materials and either transfer or destroy all copies of the Licensed Software. Any attempted transfer not permitted by this Agreement is void. User may not lease or rent the Licensed Materials. This Agreement is effective until terminated. User may terminate the Agreement at any time by returning or destroying all copies of the Licensed Materials. This Agreement will terminate automatically without notice from Adapx if User fails to comply with any provision of this Agreement. Upon such termination, User must return or destroy the Licensed Materials as set forth above. Sections 4, 5, 6, 7, 8(d), 9, 10 and 11 shall survive termination of this Agreement for any reason.

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4. TITLE AND PROPRIETARY RIGHTS.

a. The Licensed Materials are copyrighted works and/or trade secrets of Adapx or its suppliers. Adapx and its suppliers retain all title to the Licensed Materials and all copies thereof, and no title or ownership right is granted or conveyed by this Agreement.

b. User acknowledges that in the event of a breach of this Agreement, Adapx shall suffer severe and irreparable damages for which monetary compensation alone will be inadequate. User agrees that in the event of a breach of this Agreement, Adapx shall be entitled to injunctive relief to restrain such breach, in addition to any other remedies available to Adapx, as well as its reasonable attorney's fees and costs in enforcing this Agreement.

5. MAINTENANCE AND UPDATES. Updates, upgrades, bug fixes, and maintenance and support services, if any, are provided to User pursuant to the terms of an Adapx maintenance agreement, and only if Adapx and User enter into such an agreement. Except as specifically set forth in such agreement, Adapx is under no obligation to provide any updates, upgrades, patches, bug fixes, modifications, enhancements, or maintenance or support services to User. Notwithstanding the foregoing, if User is provided or obtains any Adapx software or documentation that is not otherwise provided under a license from Adapx, then User's use of such materials shall be subject to the terms of this Agreement.

6. EXPORT REQUIREMENTS. Licensed Materials, including technical data, are subject to U.S. export control laws, including the U.S. Export Administration Act and its associated regulations, and may be subject to export or import regulations in other countries. User agrees to comply strictly with all such regulations and acknowledge that User has the responsibility to obtain licenses to export, re-export or import Licensed Materials. User is responsible for complying with all trade regulations and laws both foreign and domestic. User acknowledges that none of Adapx's products and/or services or underlying information or technology may be downloaded or otherwise exported or re-exported (i) into (or to a national or resident of) Cuba, Iran, North Korea, Sudan, Syria or any other country subject to a U.S. embargo; or (ii) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Denied Parties List or Entity List. By using the Licensed Materials User agrees to the foregoing and is representing and warranting that (i) no U.S. federal agency has suspended, revoked, or denied User's import/export privileges, (ii) User is not located in or under the control of a national or resident of any such country or on any such list, and (iii) User will not export or re-export the Licensed Materials to any prohibited country, or to any prohibited person, entity, or end-user as specified by U.S. export controls.

7. UNITED STATES GOVERNMENT RIGHTS.

For United States Government users, the Licensed Software and documentation are deemed to be "commercial computer software" and "commercial computer documentation," respectively, pursuant to DFAR § 227.7202 and FAR § 12.212(b), as applicable. Use, duplication or disclosure of the Licensed Materials, and any derivative works thereof, by or on behalf of the U.S. Government are subject to the restrictions set forth in this Agreement. Manufacturer: Adapx, Inc., 821 Second Avenue, Suite 1150, Seattle, Washington 98104-1527.

8. LIMITED WARRANTY; WARRANTY DISCLAIMER. a. Adapx warrants to User that the Licensed Software will substantially conform to Adapx's published specifications for such Licensed Software on the date of the order for such product for a period of one (1) year after the delivery of the product to User, if properly used in accordance with the procedures described in the documentation supplied by Adapx. Adapx's exclusive obligation with respect to nonconforming Licensed Software shall be, at Adapx's option, (a) to replace that copy of the Licensed Software with one that conforms to the specifications, (b) to use diligent efforts to provide User with a correction of the defect in the Licensed Software, or (c) to refund to User the purchase price paid for the product on which the Licensed Software is installed. Defects in the Licensed Software will be reported to Adapx in a form and with supporting information reasonably requested by Adapx to enable it to verify, diagnose and correct the defect. THE FOREGOING IS USER'S SOLE AND EXCLUSIVE REMEDY AND ADAPX'S ONLY OBLIGATION WITH RESPECT TO A BREACH OF WARRANTY BY ADAPX WITH RESPECT TO THE LICENSED SOFTWARE. b. For a period of one (1) year after delivery of a particular Hardware product to User, Adapx warrants to User that such Hardware will substantially conform to Adapx's published specifications for such Hardware on the date of order if properly used in accordance with procedures described in the documentation supplied by Adapx. User shall notify Adapx of any nonconformance during the warranty period, obtain an RMA for the nonconforming Hardware from Adapx, and

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return the nonconforming Hardware to Adapx's designated repair facility, freight prepaid, within sixty (60) days of the receipt of the RMA with a statement describing the nonconformity. Adapx's exclusive obligations with respect to nonconforming Hardware shall be, at Adapx's option, to repair or replace such Hardware, if it is determined to be defective, or to refund to User the purchase price paid for the Product. THE FOREGOING IS USER'S SOLE AND EXCLUSIVE REMEDY AND ADAPX'S ONLY OBLIGATION WITH RESPECT TO A BREACH OF WARRANTY BY ADAPX WITH RESPECT TO THE HARDWARE. c. The warranties set forth above shall not apply to (i) any Anoto Components (as defined in Section 10) contained in the Licensed Software or Hardware or (ii) any Licensed Software or Hardware that (x) has been modified, repaired or altered, except by or as authorized by Adapx, (y) has not been maintained in accordance with any handling or operating instructions supplied by Adapx, or (z) has been subjected to unusual physical or electrical stress, misuse, abuse, negligence or accidents. d. EXCEPT FOR THE LIMITED WARRANTIES SET FORTH ABOVE IN THIS SECTION 8, ADAPX AND ITS SUPPLIERS DISCLAIM ALL WARRANTIES AND CONDITIONS, EXPRESS, IMPLIED OR STATUTORY ARISING FROM OR RELATED TO THE LICENSED MATERIALS AND/OR HARDWARE, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OR ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. ADAPX DOES NOT PROMISE THAT THE LICENSED MATERIALS OR HARDWARE ARE ERROR-FREE OR WILL OPERATE WITHOUT INTERRUPTION OR MEET ALL OF USER'S REQUIREMENTS. USER ACKNOWLEDGES THAT USER HAS RELIED ON NO WARRANTIES OTHER THAN THE EXPRESS WARRANTIES IN THIS AGREEMENT. Some jurisdictions do not permit the disclaimer of certain implied warranties, so some of the foregoing disclaimers may be inapplicable. To the extent that Adapx may not as a matter of applicable law disclaim any implied warranty, the scope and duration of such warranty shall be the minimum permitted pursuant to such law.

9. LIMITATION OF LIABILITY.

a. IN NO EVENT WILL ADAPX OR ITS AFFILIATES OR SUPPLIERS BE LIABLE FOR ANY LOSS OF USE, INTERRUPTION OF BUSINESS, LOST PROFITS OR LOST DATA, OR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF ADAPX OR ITS AFFILIATE OR SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE, AND WHETHER OR NOT ANY REMEDY PROVIDED SHOULD FAIL OF ITS ESSENTIAL PURPOSE. THE TOTAL CUMULATIVE LIABILITY TO USER, FROM ALL CAUSES OF ACTION AND ALL THEORIES OF LIABILITY, WILL BE LIMITED TO THE PURCHASE PRICE OF THE LICENSED MATERIALS PAID BY USER. USER ACKNOWLEDGES THAT THE AMOUNT PAID FOR THE LICENSED MATERIALS REFLECTS THIS ALLOCATION OF RISK.

b. ADAPX SHALL HAVE NO LIABILITY, NOR PAY ANY FEES, FINES, OR OTHER COSTS ASSOCIATED WITH USER'S COMPLIANCE WITH ANY NATIONAL OR LOCAL LAW OR REGULATION.

10. ANOTO COMPONENTS. Certain components provided in or with the Licensed Software are licensed from Anoto AB ("Anoto Components"). User's use of the Anoto Components is subject to and governed by the following terms and conditions in addition to those applicable to the Licensed Materials generally. Anoto is an intended third-party beneficiary of this Agreement and is entitled to enforce its provisions directly against User in its own name. ANOTO MAKES NO WARRANTIES TO THE USER, EXPRESS, IMPLIED OR STATUTORY, REGARDING THE ANOTO COMPONENTS, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, OR THEIR EQUIVALENT UNDER THE LAWS OF ANY JURISDICTION. ANOTO AND ITS LICENSORS SHALL NOT BE LIABLE TO USER FOR ANY GENERAL, SPECIAL, DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR OTHER DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE THE ANOTO COMPONENTS, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF ANOTO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 11. GENERAL. The provisions of the Agreement are severable and if any one or more of the provisions hereof are illegal or otherwise unenforceable, in whole or in part, the remaining provisions of this Agreement shall nevertheless be binding on and enforceable by and between the parties hereto. Adapx's waiver of any right shall not constitute waiver of that right in future. This Agreement (including the documents it incorporates) constitutes the entire understanding between the parties with

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respect to the subject matter hereof, and all prior agreements, representations, statements and undertakings, oral or written, are hereby expressly superseded and canceled. The rights and obligations of the parties to this Agreement shall be governed and construed in accordance with the laws of the State of Washington, U.S.A., excluding the UN Convention on Contracts for the International Sale of Goods and that body of law known as conflicts of laws. Any dispute in connection with the Licensed Materials will be resolved in state or federal courts located in King County, Washington, U.S.A. User consents to the personal jurisdiction of and waives any objections to venue in such courts.