DIGITALGLOBE, INC.
SINGLE ORGANIZATION EDUCATIONAL
END USER LICENSE AGREEMENT

DigitalGlobe, Inc. ("DigitalGlobe") grants End User a limited, non-transferable, 
non-exclusive license to use the DigitalGlobe REGISTERED TRADEMARK products and authorized 
third party products, collectively referred to as "Product" or "Products", and a 
limited right to develop Derivative Works as defined below. DigitalGlobe and 
End User may be referred to hereinafter individually as a "Party" and collectively 
as "Parties".  All rights not expressly granted to End User are retained by 
DigitalGlobe.  In consideration for the rights granted under this End User License 
Agreement ("License"), End User agrees to be bound to the terms herein and agrees 
that this License shall govern the rights and obligations of the Parties. In the 
event that this License is inconsistent with any license included with the Products 
in electronic form or in any "shrink-wrap" form delivered with the Products, this 
License shall govern.

1.    AUTHORIZED END USERS.  This Single Organization Educational 
License applies to multiple users at multiple locations within a single educational 
institution, located within a single country, identified at the time of ordering.  
A single educational organization is defined as an accredited college, university, 
research institution, or school district, including multiple campuses within a 
named entity.

2.    LICENSE ACCEPTANCE.  The End User may accept and agree to the terms of 
this License by doing any one of the following: (a) breaking the seal on any 
package containing the Product; (b) accepting, in whole or in part, a quotation 
describing the Product by any means (including the use of End User's purchase 
order, whether or not that purchase order contains inconsistent terms and conditions); 
(c) installing or manipulating the Product on any computer hardware; 
(d) damaging or destroying the Product; or (e) retaining the Product for more 
than 15 days following receipt.  

3.    LICENSE GRANTED AND PERMITTED USES.  By accepting the terms of this 
License, the End User may use the Product at its facilities within its country of 
residence and:

i.    Make an unlimited number of copies for the internal use of the End User;

ii.    Modify the Product or use the Product through manipulation techniques and/or 
the addition of other data and make copies of the resulting product for End 
User's internal use only ("Derived Works").  Derived Works that End User or its 
contractors may create that allow access to the Product's pixels and/or metadata 
are subject to this License and End User acknowledges, and will require its employees, 
contractors and agents to acknowledge that DigitalGlobe and/or its licensors will own 
all rights in any copy, translation, modification or adaptation of such a Derived Work;

iii.    Provide the Product to contractors for the development of a Derived Work 
for the internal use of the End User only;

iv.    Release hardcopy prints on a limited non-commercial basis, provided that the 
proper copyright is conspicuously marked;  

v.    Publish on a non-commercial basis in research reports or similar publications 
with the express, written consent of DigitalGlobe, provided that the copyright as 
set forth in paragraph 4.iii. is conspicuously marked;

vi.    Post the Product and Derived Works to Internet web sites provided that: 
(a) the Product or Derived Works are in a secure format that allows only 
printing and viewing at no better than ten-meter resolution and prohibits 
manipulating the Product's pixels or metadata; (b) the Derived Works are for 
non-commercial use; and (c) the proper copyright as set forth in paragraph 
4.iii. is conspicuously marked;

vii.    Share the Product with multiple users engaged in a Joint Project who agree 
to be bound by the terms of this License ("Affiliated Entities").  "Joint Project" 
means cooperation between a licensed End User and any corporation or government agency.  
The Product and any Derived Works produced from the Product may be used for the 
purposes of the Joint Project only, and may not be retained by the Affiliated 
Entities after completion of the Joint Project. 

4.    PROHIBITED USES.   End User may NOT do any of the following:

i.    Copy or reproduce (even if merged with other materials), create derived 
works, display or disclose, other than as consistent with the Permitted Uses; 

ii.    Sell, license, rent, sublicense, transfer, disclose, reverse engineer, 
disassemble, decompile or adapt the Product or use it in any manner not expressly 
authorized by this License;

iii.    Alter or remove any copyright notice or proprietary legend contained in 
or on the Product.  End User agrees that any embodiment of the Product permitted 
under this License will contain the following notice: "Includes material (C)COPYRIGHT [year] 
DigitalGlobe, Inc. ALL RIGHTS RESERVED."

5.    OWNERSHIP.  The Product is licensed, not sold, and End User agrees that 
the Product and all intellectual property and proprietary rights therein are owned 
by DigitalGlobe and/or its licensors.  DigitalGlobe and/or its licensors reserve 
all right, title and interest in and to the Product not expressly granted to End User herein.  
There are no implied licenses under this License, and 
all rights not expressly granted are reserved by DigitalGlobe and/or its licensors.  

6.    LIMITATIONS AND DISCLAIMER OF WARRANTY.  DigitalGlobe provides a limited 
warranty for thirty (30) days from the date of delivery that the Product delivered 
will meet the applicable DigitalGlobe product specification ("Limited Warranty").  
DigitalGlobe's sole liability shall be to replace the Product if the End User 
returns the Product to DigitalGlobe within 30 days of delivery.  WITH THE EXCEPTION 
OF THE PRECEDING LIMITED WARRANTY, THE PRODUCT IS PROVIDED WITHOUT WARRANTY OF ANY 
KIND, EXPRESS OR IMPLIED, AND ALL WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, 
AND FITNESS FOR A PARTICULAR PURPOSE ARE DISCLAIMED.  DIGITALGLOBE DOES NOT WARRANT THAT THE 
PRODUCT WILL MEET THE END USER'S NEEDS OR EXPECTATIONS, 
OR THAT OPERATIONS OF THE PRODUCT WILL BE ERROR FREE OR UNINTERRUPTED.  
NO INFORMATION PROVIDED BY DIGITALGLOBE OR ITS AGENTS, EMPLOYEES, OR ITS RESELLERS 
OR DISTRIBUTORS SHALL CREATE A WARRANTY, OR IN ANY WAY INCREASE THE SCOPE OF THIS 
LIMITED WARRANTY, AND THE END USER IS NOT ENTITLED TO RELY ON ANY SUCH INFORMATION.  

7.    NO CONSEQUENTIAL DAMAGES.  IN NO EVENT SHALL DIGITALGLOBE OR ITS LICENSORS 
BE LIABLE FOR ANY CLAIM OR LOSS INCURRED BY THE END USER, INCLUDING WITHOUT 
LIMITATION, COMPENSATORY, INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL, 
EXEMPLARY OR OTHER NONCOMPENSATORY DAMAGES.  SOME JURISDICTIONS DO NOT ALLOW THE 
LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL 
DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO END USER. In no event shall DigitalGlobe's 
cumulative liability for any loss or damage to End User (other than as may be 
required by applicable law in cases involving personal injury) exceed the value 
of this License. The foregoing limitations will apply even if the above-stated 
remedy fails of its essential purpose.

8.    EXPORT CONTROL. In connection with performance of its obligations hereunder, 
End User agrees to 
comply with and assume all expenses for all applicable export control, import 
licenses, foreign exchange permits, trade sanctions and similar laws, regulations 
and restrictions, including (but not limited to) those maintained by the U.S. 
Department of Commerce, the U.S. State Department, and the U.S. Department of 
the Treasury, and/or any foreign governmental agency as may be in effect from time 
to time during the term of this License.  End User acknowledges that its failure 
to comply with the provisions of this paragraph constitute a material breach 
of this License.

9.    LICENSEE OUTSIDE U.S.  If End User is located outside the U.S., then the 
provisions of this section shall apply.  If  any applicable law requires End 
User to withhold amounts from any payments to DigitalGlobe hereunder, End 
User shall effect such withholding, remit such amounts to the appropriate 
taxing authorities and promptly furnish DigitalGlobe with tax receipts or 
other evidence evidencing the payments of such amounts, and the sum payable by 
End User upon which the deduction or withholding is based shall be increased to the 
extent necessary to ensure that, after such deduction or withholding, 
DigitalGlobe receives and retains, free from liability for such deduction withholding 
a net amount equal to the amount DigitalGlobe would have received and retained absent 
such required deduction or withholding. End User is responsible for complying with 
any local laws in its jurisdiction which might impact its right to import, export or 
use the Product(s), and End User represents  that it has complied with any regulations 
or registration procedures required by applicable law to make this License enforceable.

10.    MISCELLANEOUS.  

i.    In consideration for the rights granted under this License, End User 
agrees to be bound to the terms herein and agrees that this License shall 
govern the rights and obligations of the Parties with regard to the Products.  
No waiver or modification of this License will be valid unless signed by DigitalGlobe 
and End User.  If any provision is determined to be invalid or unenforceable, the 
remaining provisions of this License shall continue to be valid and enforceable.  
Neither this License nor any of the rights granted by it may be assigned or 
transferred by the End User without the prior written consent of DigitalGlobe.  
This restriction on assignments or transfers shall apply to assignments or 
transfers by operation of law, as well as by contract, merger or consolidation.  
Any attempted assignment or transfer in violation of the foregoing will be void.

iii.    Except to the extent applicable law, if any provides otherwise, this 
License shall be governed by the laws of the State of Colorado, U.S.A. excluding 
its conflict of laws provisions. Any dispute hereunder shall be settled through 
binding arbitration in Denver, Colorado U.S.A. in accordance with the Commercial 
Arbitration Rules of the American Arbitration Association ("AAA").  The United Nations 
Convention on Contracts for the International Sale of Goods is specifically disclaimed.


Educational EULA_4862
Rev: 3.0  03/01/2005