UNLESS SUPERSEDED BY A SIGNED LICENSE AGREEMENT BETWEEN YOU AND ESRI, ESRI IS WILLING TO LICENSE SOFTWARE, DATA, WEB SERVICES, OR DOCUMENTATION TO YOU ONLY IF YOU ACCEPT ALL TERMS AND CONDITIONS CONTAINED IN THIS LICENSE AGREEMENT, AS MODIFIED BY THE SCHOOL CAMPUS SITE LICENSE AGREEMENT. PLEASE READ THE TERMS AND CONDITIONS CAREFULLY. SOFTWARE, DATA, OR DOCUMENTATION WILL NOT BEGIN DOWNLOADING TO OR INSTALL ONTO YOUR COMPUTER SYSTEM UNTIL YOU HAVE MANIFESTED YOUR ASSENT TO THE TERMS AND CONDITIONS OF THE LICENSE AGREEMENT BY CLICKING "I accept the License Agreement" BELOW. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS AS STATED, THEN ESRI IS UNWILLING TO LICENSE SOFTWARE, DATA, WEB SERVICES, OR DOCUMENTATION TO YOU, AND YOU SHOULD CLICK "I do not accept the License Agreement" BELOW AND RETURN THE PACKAGE TO ESRI OR ITS AUTHORIZED DISTRIBUTOR. SEE http://www.esri.com/legal FOR UPDATED TERMS THAT MAY APPLY TO FUTURE VERSIONS OF SOFTWARE, DATA, WEB SERVICES, AND DOCUMENTATION.

 

 

ESRI LICENSE AGREEMENT

(E204M 04/22/2010)

 

This License Agreement is between you ("Licensee") and Environmental Systems Research Institute, Inc. ("ESRI"), a California corporation with a place of business at 380 New York Street, Redlands, California 92373-8100 USA.

 

ARTICLE 1--DEFINITIONS

 

Definitions. The terms used are defined as follows:

 

a. "Beta" means any alpha, beta, or prerelease Software, Data, Documentation, or Web Services.

b. "Data" means any ESRI or third-party digital dataset(s) including, but not limited to, geographic vector data coordinates, raster, reports, or associated tabular attributes licensed under this License Agreement.

c. "Documentation" means all printed and digital materials including, but not limited to, help files, user reference documentation, training documentation, or technical information and briefings.

d. "Samples" means sample code, sample applications, add-ons, or sample extensions of Software, Data, Documentation, or Web Services.

e. "Software" means all or any portion of ESRI's proprietary software technology accessed or downloaded from an ESRI authorized Web site or delivered on any media in any format including backups, updates, service packs, patches, hot fixes, or permitted merged copies.

f. "Term License" means license provided for use in a limited time period or on a subscription or transaction basis.

g. "Web Services" means software services or ESRI or third-party data provided by ESRI that perform geographic information system (GIS) functions, tasks, or data services and are accessed over the Internet.

 

ARTICLE 2--INTELLECTUAL PROPERTY RIGHTS AND RESERVATION OF OWNERSHIP

 

Software, Data, Web Services, and Documentation are licensed and not sold. ESRI and its licensors own Software, Data, Web Services, and Documentation and all copies, which are protected by United States and applicable international laws, treaties, and conventions regarding intellectual property and proprietary rights including trade secrets. Licensee agrees to use reasonable means to protect Software, Data, Web Services, and Documentation from unauthorized use, reproduction, distribution, or publication. ESRI and its third-party licensors reserve all rights not specifically granted in this License Agreement including the right to change and improve Web Services.

 

ARTICLE 3--GRANT OF LICENSE

 

3.1 Grant of License. Subject to the terms of this License Agreement, ESRI grants to Licensee a personal, nonexclusive,


nontransferable license solely to

 

a. Use the type and number of copies of Software, Data, and Documentation and access Web Services (i) for which the applicable license fees have been paid, (ii) for Licensee's own internal use, and (iii) in accordance with Exhibit 1 and the licensed configuration on file as authorized by ESRI or its authorized distributor.

b. Access and use any secure ESRI Web site resources made available to Licensee for Licensee's own internal use, provided that Licensee follows ESRI's terms of use policy specified therein. All password or controlled access information provided by ESRI or its authorized distributor shall be treated as ESRI confidential information.

 

3.2 Beta License. Licensee may be accepted into a current Beta Testing Program.

 

a. If Licensee is accepted into the Beta Testing Program, ESRI will provide to Licensee access to Beta and will grant Licensee a personal, nonexclusive, nontransferable, royalty-free Term License to use Beta at the authorized and identified test sites solely for the purpose of testing Beta as delivered, in accordance with the Beta Testing Program guidelines and the terms of this License Agreement. This grant of license is effective from the date Licensee is accepted into the program or date of receipt of any Beta until the date of the commercial release of Software from ESRI Customer Service or the date of termination of the Beta Testing Program for the specific Beta, whichever is sooner.

b. Licensee agrees to provide suggestions or comments regarding performance, usability or effectiveness, bug reports, test reports, or other feedback (collectively, "Feedback") to ESRI with respect to Beta.

c. Licensee grants to ESRI the right to freely use, share, disclose, reproduce, license, distribute and otherwise publicly display and perform any Feedback provided to ESRI by Licensee. Licensee will not provide Feedback that Licensee knows or reasonably should have known contains content subject to license or use restrictions.

d. Beta and Feedback contain confidential information and trade secrets that are proprietary to ESRI. Licensee agrees to use commercially reasonable means (at least as great as those used by Licensee for its own confidential information) to maintain the integrity, confidentiality, and ESRI proprietary rights in Beta and Feedback. Licensee may not share or release Feedback or results of Beta testing with any third party.

e. Beta is subject to change prior to its commercial release or may never be commercially released. Licensee acknowledges that Beta is not suitable or licensed for full use in any production system and accepts all responsibility for use and any results generated.

 

3.3 Evaluation License. ESRI may from time to time offer Term License(s) for Software, Data, Web Services, or Documentation for Licensee's evaluation only.

 

3.4 Consultant or Contractor Access. Subject to Section 3.1, ESRI grants Licensee the right to provide access to and use of Software, Data, Web Services, or Documentation to any consultant or contractor of Licensee exclusively for the benefit of Licensee. Licensee shall be solely responsible for compliance by consultants and contractors with this License Agreement. Access to or use of Software, Data, Web Services, and Documentation by consultants or contractors not exclusively for the benefit of Licensee is prohibited.

 

3.5 Educational Program License. If Licensee has been qualified by ESRI or its authorized distributor to participate in an educational program, the following additional terms apply:

 

a. Educational Use License. Licensee agrees to use Software, Data, Web Services, and Documentation solely for educational, research, and academic purposes that are noncommercial in nature. Licensee shall not use Software, Data, Web Services, and Documentation for any Administrative Use or profit-generating activities.

b. Administrative Use Term License. Licensee may use the Software, Data, Web Services, and Documentation for administrative activities that are not directly related to instruction or education, such as asset mapping, facilities management, demographic analysis, routing, campus safety, and accessibility analysis ("Administrative Use"). Licensee shall not use the Software, Data, Web Services, or Documentation for any profit-generating activities.


 

3.6 Grant Program License. If Licensee has been qualified to participate in an ESRI grant program, Licensee may only use the type and number of copies of the Software, Data, Web Services, and Documentation permitted in the ESRI grant document and the licensed configuration on file with ESRI Customer Service, and solely for noncommercial purposes specified in the ESRI grant document. Licensee shall not use the Software, Data, Web Services, and Documentation for any profit-generating activities.

 

ARTICLE 4--SCOPE OF USE

 

4.1 Permitted Uses

 

a. Licensee may install and store Software, Data, and Documentation on electronic storage device(s).

b. Licensee may make one (1) copy of Software, Data, and Documentation for archival purposes. Licensee may make routine computer backups.

c. Licensee may customize Software using any (i) macro or scripting language, (ii) published application programming interface (API), or (iii)source or object code libraries, but only to the extent that such customization is described in Documentation.

d. Licensee may use, copy, or prepare derivative works of Documentation supplied in digital format and thereafter reproduce, display, and redistribute the customized documentation only for Licensee's own internal use. Portions of Documentation supplied in digital format merged with other software and printed or digital documentation are subject to this License Agreement. Licensee shall include the following copyright attribution notice acknowledging the proprietary rights of ESRI and its licensors: "Portions of this document include intellectual property of ESRI and its licensors and are used herein under license. Copyright © [Insert the actual copyright date(s) from the source materials] ESRI and its licensors. All rights reserved."

 

4.2 Uses Not Permitted

 

a. Except as provided herein, Licensee shall not sell, rent, lease, sublicense, lend, assign, or time-share Software, Data, Web Services, or Documentation. Licensee shall not act as a service bureau or commercial application service provider (ASP) that allows third-party access to Software, Data, Web Services, and Documentation. Licensee shall not use Software, Data, Web Services, or Documentation for a site or service and operate the site or the service for a profit or generate revenue through direct or indirect methods (e.g., advertising or by charging for access to the site or service).

b. Except as provided herein, Licensee shall not redistribute Software, Data, or Web Services to third parties, in whole or in part, including, but not limited to, extensions, components, or DLLs.

c. Licensee shall not reverse engineer, decompile, or disassemble Software, Data, Web Services, or Documentation except to the extent that such activity is expressly permitted by applicable law notwithstanding this restriction.

d. Except to the extent that applicable law prohibits this restriction, Licensee shall not make any attempt to circumvent the technological measure(s) that controls access to or use of Software, Data, Web Services, and Documentation.

e. Except as provided herein, Licensee shall not redistribute Software activation number(s), registration number/license authorization file(s), developer license file(s), or Web Services access codes to third parties.

f. Licensee shall not use Software or Web Services to transfer or exchange any material where such transfer or exchange is prohibited by intellectual property laws or any other applicable laws.

g. Licensee shall not remove or obscure any ESRI or its licensors' patent, copyright, trademark, or proprietary rights notices contained in or affixed to Software, Data, Web Services, or Documentation.

h. Licensee shall not unbundle individual or component parts of Software or Data for independent use.

i. After a reasonable transition period, Licensee shall not use an older version of the Software that Licensee has updated to a newer version. Licensee shall not use more Software licenses at any given time than the total quantity in Licensee's licensed configuration on file with ESRI.


 

ARTICLE 5--TERM AND TERMINATION

 

This License Agreement is effective upon acceptance. This License Agreement and any licenses granted hereunder shall continue until (i) such time that Licensee elects in writing to discontinue use of Software, Data, Web Services, or Documentation and terminates the license; (ii) expiration of a Term License; or (iii) either party terminates the license for a material breach that is not cured within ten (10) days of written notice to the other party, except that termination is immediate for a material breach of a nature that is impossible to cure. Upon termination of a license, Licensee shall (i) cease access and use of Web Services and clear Web Services client-side data cache; and (ii) cease use, uninstall, remove, and destroy all Software, Data, and Documentation and any whole or partial copies, modifications, or merged portions in any form and execute and deliver evidence of such actions to ESRI or its authorized distributor.

 

ARTICLE 6--LIMITED WARRANTIES AND DISCLAIMERS

 

6.1 Limited Warranties. Except as otherwise provided in this Article 6, ESRI warrants that (i) the unmodified Software will substantially conform to the published Documentation and (ii) media on which the Software, Data, and Documentation are provided will be free from defects in materials and workmanship under normal use and service for a period of ninety (90) days from the date of receipt.

 

6.2 Data and Web Services Disclaimer. Data and Web Services may contain some nonconformities, defects, errors, or omissions. THE DATA AND WEB SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. Without limiting the generality of the preceding sentence, ESRI and its licensors do not warrant that Data and Web Services will meet Licensee's needs or expectations, that the use of Data and Web Services will be uninterrupted, or that all nonconformities can or will be corrected. ESRI and its licensors are not inviting reliance on Data or Web Services, and Licensee should always verify actual Data or Web Services.

 

6.3 Special Disclaimer. SAMPLES, HOT FIXES, PATCHES, EVALUATION SOFTWARE, AND BETA ARE DELIVERED "AS IS" WITHOUT WARRANTY OF ANY KIND. LICENSEE ASSUMES ALL RISK AS TO THE QUALITY AND PERFORMANCE OF THE SAMPLES, HOT FIXES, PATCHES, EVALUATION SOFTWARE, AND BETA.

 

6.4 Internet Disclaimer. THE PARTIES EXPRESSLY ACKNOWLEDGE AND AGREE THAT THE INTERNET IS A NETWORK OF PRIVATE AND PUBLIC NETWORKS AND THAT (i) THE INTERNET IS NOT A SECURE INFRASTRUCTURE, (ii) THE PARTIES HAVE NO CONTROL OVER THE INTERNET, AND (iii) NONE OF THE PARTIES SHALL BE LIABLE FOR DAMAGES UNDER ANY THEORY OF LAW RELATED TO THE DISCONTINUANCE OF OPERATION OF ANY PORTION OF THE INTERNET OR POSSIBLE REGULATION OF THE INTERNET THAT MIGHT RESTRICT OR PROHIBIT THE OPERATION OF THE WEB SERVICE.

 

6.5 General Disclaimer. EXCEPT FOR THE ABOVE EXPRESS LIMITED WARRANTIES, ESRI DISCLAIMS ALL OTHER WARRANTIES OR CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OR CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, SYSTEM INTEGRATION, AND NONINFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS. ESRI DOES NOT WARRANT AND DISCLAIMS THAT SOFTWARE, DATA, WEB SERVICES, OR DOCUMENTATION WILL MEET LICENSEE'S NEEDS; THAT LICENSEE'S OPERATION OF THE SAME WILL BE UNINTERRUPTED, ERROR FREE, FAULT TOLERANT, OR FAIL SAFE; OR THAT ALL NONCONFORMITIES CAN OR WILL BE CORRECTED. SOFTWARE, DATA, WEB SERVICES, AND DOCUMENTATION ARE NOT DESIGNED, MANUFACTURED, OR INTENDED FOR USE IN ENVIRONMENTS OR APPLICATIONS THAT MAY LEAD TO DEATH, PERSONAL INJURY, OR PHYSICAL PROPERTY/ENVIRONMENTAL DAMAGE. ANY SUCH USE SHALL BE AT LICENSEE'S OWN RISK AND COST.


 

6.6 Exclusive Remedy. Licensee's exclusive remedy and ESRI's entire liability for breach of the limited warranties set forth in this Article 6 shall be limited, at ESRI's sole discretion, to (i) replacement of any defective media; (ii) repair, correction, or a workaround for Software subject to the ESRI Maintenance Program found at www.esri.com/legal/maintenance.html; or (iii) return of the license fees paid by Licensee for Software or Documentation that does not meet ESRI's limited warranty, provided that Licensee uninstalls, removes, and destroys all copies of Software or Documentation and executes and delivers evidence of such actions to ESRI or its authorized distributor.

 

ARTICLE 7--LIMITATION OF LIABILITY

 

7.1 Disclaimer of Certain Types of Liability. ESRI AND ITS LICENSORS SHALL NOT BE LIABLE TO LICENSEE FOR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOST PROFITS, LOST SALES, OR BUSINESS EXPENDITURES; INVESTMENTS; BUSINESS COMMITMENTS; LOSS OF ANY GOODWILL; OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THIS LICENSE AGREEMENT OR USE OF SOFTWARE, DATA, WEB SERVICES, OR DOCUMENTATION, HOWEVER CAUSED ON ANY THEORY OF LIABILITY, WHETHER OR NOT ESRI OR ITS LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

 

7.2 General Limitation of Liability.

 

a. ESRI's Liability. EXCEPT AS PROVIDED IN ARTICLE 8--INFRINGEMENT INDEMNITY, ESRI'S TOTAL CUMULATIVE LIABILITY HEREUNDER, FROM ALL CAUSES OF ACTION OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, BREACH OF WARRANTY, MISREPRESENTATION, OR OTHERWISE, SHALL NOT EXCEED THE AMOUNTS PAID BY LICENSEE FOR SOFTWARE, DATA, WEB SERVICES, OR DOCUMENTATION PURSUANT TO THIS LICENSE AGREEMENT.

 

b. Licensee's Liability. EXCEPT FOR DAMAGES INCURRED BY ESRI THAT ARE A DIRECT RESULT OF LICENSEE'S INFRINGEMENT/MISAPPROPRIATION OF ESRI OR ESRI'S LICENSOR'S INTELLECTUAL PROPERTY, LICENSEE'S BREACH OF ARTICLE 3-GRANT OF LICENSE, ARTICLE 4-SCOPE OF USE, ARTICLE 9.2-EXPORT CONTROL REGULATIONS, OR VIOLATION OF APPLICABLE LAW, WHERE SUCH DAMAGES CAN BE PROVEN WITH REASONABLE OBJECTIVE PROOF, IN NO EVENT WILL LICENSEE'S TOTAL CUMULATIVE LIABILITY HEREUNDER, FROM ALL CAUSES OF ACTION OF ANY KIND EXCEED THE AMOUNTS PAID AND/OR OWED TO ESRI BY LICENSEE FOR SOFTWARE, DATA, WEB SERVICES OR DOCUMENTATION PURSUANT TO THIS LICENSE AGREEMENT.

 

c. The limitations set forth in Sections 7.1 and 7.2 shall not apply to any directly resulting death, bodily injury, or property damage, while ESRI personnel are on Licensee’s site/facility and excludes data not subject to a reasonable, backup program.

 

7.3 Applicability of Disclaimers and Limitations. Licensee agrees that the limitations of liability and disclaimers set forth in this License Agreement will apply regardless of whether Licensee has accepted Software, Data, Web Services, or Documentation or any other product or service delivered by ESRI. The parties agree that ESRI has set its fees and entered into this License Agreement in reliance on the disclaimers and limitations set forth herein, that the same reflect an allocation of risk between the parties, and that the same form an essential basis of the bargain between the parties. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

 

ARTICLE 8--INFRINGEMENT INDEMNITY

 

8.1 ESRI shall defend, indemnify, and hold harmless Licensee from and against any loss, liability, cost, or expense, including


reasonable attorneys' fees, which may be incurred by Licensee against any claims, actions, or demands by a third party alleging that Software infringes a U.S. patent, copyright, or trademark, provided

 

a. Licensee promptly notifies ESRI in writing of the claim;

b. Licensee provides documents clearly describing the allegations of infringement;

c. ESRI has sole control of the defense of any actions and negotiations related to the defense or settlement of any claim; and

d. Licensee cooperates fully in the defense of the claim.

 

8.2 If Software is found to infringe a U.S. patent, copyright, or trademark, ESRI, at its own expense, may either (i) obtain rights for Licensee to continue using Software or (ii) modify the allegedly infringing elements of Software while maintaining substantially similar software functionality or data/informational content. If neither alternative is commercially reasonable, the infringing item(s) shall be returned to ESRI, the license shall terminate, and Licensee shall uninstall the infringing item(s). ESRI's entire liability shall then be to indemnify Licensee pursuant to Section 8.1 and to refund license fees paid by Licensee for the infringing item(s), prorated on a five (5)-year, straight-line depreciation basis beginning from the initial date of delivery.

 

8.3 ESRI shall have no obligation to defend Licensee or to pay any resulting costs, damages, or attorneys' fees for any claims or demands alleging direct or contributory infringement of Software by (i) the combination of or integration with a product, process, or system not supplied by ESRI; (ii) material alteration by anyone other than ESRI or contractors acting on behalf of ESRI; (iii) use after Licensee has been notified of possible infringement; or (iv) use after modifications are provided or a return is ordered by ESRI under Section 8.2.

 

8.4 In no event shall the indemnification set forth in this Article 8 apply to any Samples, Beta, or evaluation software delivered hereunder.

 

THE FOREGOING STATES THE ENTIRE OBLIGATION OF ESRI WITH RESPECT TO INFRINGEMENT OR ALLEGATION OF INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.

 

ARTICLE 9--GENERAL PROVISIONS

 

9.1 Future Updates. New or updated Software, Data, Web Services, and Documentation shall be governed by the then-current ESRI license terms and conditions included with the deliverable Software, Data, Web Services, or Documentation.

 

9.2 Export Control Regulations. Licensee expressly acknowledges and agrees that Licensee shall not export, reexport, transfer, or release Software, Data, Web Services, or Documentation, in whole or in part, to (i) any U.S. embargoed country (or to a national or resident of any U.S. embargoed country); (ii) any person on the U.S. Treasury Department's list of Specially Designated Nationals; (iii) any person or entity on the U.S. Commerce Department's Denied Persons List, Entity List, or Unverified List; or (iv) any person or entity where such export or reexport violates any U.S. export control laws or regulations including, but not limited to, the terms of any export license or license exemption and any amendments and supplemental additions to U.S. export laws as they may occur from time to time.

 

9.3 Taxes and Fees, Shipping Charges. License fees quoted to Licensee are exclusive of any and all taxes or fees, including, but not limited to, sales tax, use tax, value-added tax (VAT), customs, duties, or tariffs, and shipping and handling charges.

 

9.4 No Implied Waivers. The failure of either party to enforce any provision of this License Agreement shall not be deemed a waiver of the provisions or of the right of such party thereafter to enforce that or any other provision.

 

9.5 Severability. The parties agree that if any provision of this License Agreement is held to be unenforceable for any reason,


such provision shall be reformed only to the extent necessary to make the intent of the language enforceable.

 

9.6 Successor and Assigns. Licensee shall not assign, sublicense, or transfer Licensee's rights or delegate its obligations under this License Agreement without ESRI's prior written consent, and any attempt to do so without consent shall be void. This License Agreement shall be binding upon the respective successors and assigns of the parties to this License Agreement. Notwithstanding, a government contractor that has acquired Software, Data, Web Services, or Documentation under contract to the government may assign this License Agreement to its government customer upon written notice to ESRI, provided the government customer assents to the terms of this License Agreement.

 

9.7 Survival of Terms. The provisions of Articles 2, 5, 6, 7, 8, and 9 of this License Agreement shall survive the expiration or termination of this License Agreement.

 

9.8 Equitable Relief. Licensee agrees that any breach of this License Agreement by Licensee may cause irreparable damage and that, in the event of such breach, in addition to any and all remedies at law, ESRI shall have the right to seek an injunction, specific performance, or other equitable relief in any court of competent jurisdiction without the requirement of posting a bond or undertaking or proving injury as a condition for relief.

 

9.9 U.S. Government Licensee. Software, Data, Web Services, and Documentation are commercial computer software, commercial data, commercial computer software documentation, and commercial Web Services. This License Agreement contains ESRI's commercial license terms and conditions for such items. The commercial license rights in this License Agreement strictly govern Licensee's use, reproduction, or disclosure of Software, Data, Web Services, and Documentation. No other license terms or conditions shall apply unless expressly agreed in writing by ESRI and Licensee. ESRI Software source code is unpublished, and all rights to Software, Data, Web Services, and Documentation are reserved. In the event any court, arbitrator, or board holds that the Licensee has greater rights to any portion of Software, Data, Web Services, or Documentation under applicable public procurement law, such rights shall extend only to the portions affected.

 

9.10 Maintenance. Maintenance for qualifying Software or Data consists of updates and other benefits, such as access to technical support, specified in ESRI's or its distributor's most current applicable software maintenance policy.

 

9.11 Patents. Licensee may not seek, and may not permit any other user to seek, a patent or similar right worldwide that is


based on or incorporates any ESRI technology or services. This express prohibition on patenting shall not apply to Licensee's software and technology except to the extent that ESRI technology or services, or any portion thereof, are a part of any claim or preferred embodiment in a patent application or a similar application.

 

9.12 Entire Agreement. This License Agreement, including Exhibit 1, constitutes the sole and entire agreement of the parties as to the subject matter set forth herein and supersedes any previous license agreements, understandings, and arrangements between the parties relating to such subject matter. Additional or different terms included with an order or other document shall not be binding on ESRI. Any modification(s) or amendment(s) to this License Agreement must be in writing and signed by each party.

 

 

 

 


EXHIBIT 1

SCOPE OF USE

(E300 06/24/2010)

 

The scope of use for the Software, Data, Web Services, and Documentation identified below is described in the applicable footnotes identified in parentheses.

 

Software

§  ArcExplorer--Java and Windows Editions (20 and 25)

§  ArcGIS API for iOS (1, 16, 25, and 33)

§  ArcGIS Desktop

--    ArcInfo (either 1 or 2 and 25, 26, 33, 44, and 45)

--    ArcEditor (either 1 or 2 and 25, 26, 33, 44, and 45)

--    ArcView (either 1 or 2 and 25, 33, 44, and 45)

§  ArcGIS Desktop Extensions (7)

§  ArcGIS Engine Developer Kit and Extensions (1, 14, 15, 22, 25, 26, and 43)

§  ArcGIS Engine Runtime and Extensions (either 1 or 2 and 15, 22, 25, 26, and 33)

§  ArcGIS Explorer (20, 25, and 33)

§  ArcGIS for AutoCAD (1, 20, and 25)

§  ArcGIS for iOS (1, 25, and 33)

§  ArcGIS Mobile Deployments (1, 15, 16, 25, 33, and 54)

§  ArcGIS Server

--    Workgroup (either 3 or 5 and 8, 9, 25, 28, 29, 30, 32, 33, 38, 39, 40, and 45. If licensed as a Term License, 6 will also apply)

--    Enterprise (either 3, 4, or 5 and 8, 9, 25, 27, 31, 33, 38, 39, 40, and 45. If licensed as a Term License, 6 will also apply)

>Cloud Bundle (33)

§  ArcGIS Server Extensions

--    ArcGIS Server Geoportal Extension (either 3, 4, or 5 and 7 and 52)

--    ArcGIS Server Image Extension (7, 8, and 42)

--    ArcGIS Server Image Extension Service Editor (1)

--    Other Extensions (7)

§  ArcGIS Web Mapping (including SharePoint, JavaScript, Adobe® Flex, Microsoft® Silverlight/WPF, SOAP, and REST) (6, 33, 35, and 53)

§  ArcIMS

--    ArcIMS and Extensions (either 3, 4, or 5 and 8, 10, 31, and 45)

§  ArcLogistics

--    Desktop (either 1 or 2 and 25)

--    Using ArcGIS Online (6, 20, 25, 34, 35, and 46)

--    Using ArcGIS Server (6, 20, 25, 34, 35, and 46)

--    Navigator (1 and 46)

§  ArcPad (1, 12, 13, 25, and 33)

§  ArcReader (20, 25, 33, and 45)

§  ArcView 3.x and Extensions (1, 7, and 17)

§  ESRI Aeronautical Solution (either 1 or 2)

§  ESRI Business Analyst (either 1 or 2 and 25, 33, 45, and 48)

§  ESRI Business Analyst Server (either 3, 4, or 5 and 8, 9, 21, 25, 28, 31, 33, 39, 40, 45, and 48)

§  ESRI Business Analyst Server Developer (6, 25, 33, 35, and 51)

§  ESRI Defense Mapping (either 1 or 2)

§  ESRI Developer Network (EDN) Software, Web Services, and Data (6, 7, 24, 25, 26, 33, 34, and 35)

§  ESRI Nautical Solution (either 1 or 2)

§  ESRI Production Mapping (either 1 or 2)

§  Geoportal Clients for ArcGIS (7, 20, and 52)

§  MapIt (11, 25, 31, 33, 35, 49, and 50)

§  MapObjects--Java Edition (1, 5, 8, 15, 18, and 19)

§  MapObjects LT (1, 14, and 16)

§  MapObjects--Windows Edition (1, 14, 15, 16, and 18)

§  MOLE (1)

§  NetEngine Internet (5)

§  Tracking Server (either 4 or 5 and 31)

 

Web Services

§  ArcGIS Online Services (6, 25, 33, 34, and 35)

 

Data

§  ArcGIS Data Appliance (6, 23, 25, and 41)

§  ESRI Address Coder (either 1, 2, or 5 and 21, 22, 25, and 48)

§  ESRI Data & Maps (either 1, 2, 3, 4, or 5 and 23 and 37)

§  ESRI Data (either 1, 2, or 5 and 25 and 48)

--    Demographic, Consumer Spending, Market Potential, Retail MarketPlace, Business, Traffic, Shopping Center, Cable Boundaries, Banking, and Crime

§  Sourcebook•America (1 and 21)

§  StreetMap Premium (either 1, 2, 4, or 5 and 6 and 25)

§  Tapestry Segmentation (either 1, 2, or 5 and 21 and 48)


1.       "Single Use License." Licensee may permit a single authorized end user to install and use the Software, Data, and Documentation on a single computer for use by that end user on the computer on which the Software is installed. Remote access is not permitted. Licensee may permit the single authorized end user to make a second copy for end user's exclusive use on a portable computer as long as only one (1) copy of the Software, Data, and Documentation is in use at any one (1) time. No other end user may use the Software, Data, or Documentation under the same license at the same time for any other purpose.

2.       "Concurrent Use License." Licensee may install and use the Software, Data, and Documentation on computer(s) on a network, but the number of simultaneous users may not exceed the number of licenses acquired. No other end user may use the Software, Data, or Documentation under the same license at the same time for any other purpose.

3.       "Development Server License." Licensee may install and use the Software on a single computer to design and build applications that interface with or utilize server Software as described in the Documentation.

4.       "Staging Server License." In addition to the Development Server License rights, Licensee may use and install the Software for the following purposes: user acceptance testing, performance testing, load testing of other third-party software, staging new commercial data updates, and training activities.

5.       "Deployment Server License." In addition to the Staging Server License rights, Licensee may install and use the Software or Data to provide services to multiple users on the same or other computer(s).

6.       “Term License”. License is provided for use in a limited time period or on a subscription or transaction basis.

7.       Extensions to Software programs follow the same scope of use as that granted for the corresponding Software programs.

8.       The administration tools for the Software may be copied and redistributed throughout Licensee's organization.

9.       User-developed ArcGIS Server administration tools may be copied throughout Licensee's organization, but the ArcCatalog application (found in ArcGIS Desktop) may not be copied.

10.    The ArcIMS license includes the right to deploy MapObjects--Windows Edition applications on the Internet or intranet. Licensee shall not develop client/server solutions with the ArcIMS--Java Archive (JAR) files without a license for the MapObjects--Java Edition developer kit.

11.    Licensee may install and use the Software to provide services to multiple users on the same or other computer(s). The Software is licensed per server. The licensed server is the server on which Licensee installs the Spatial Data Service.

12.    Software is only licensed for navigational use when used in conjunction with ArcLogistics.

13.    "Dual Use License" means the Software may be installed on a desktop computer and used simultaneously with either a personal digital assistant (PDA) or handheld mobile computer as long as the Software is only used by a single individual at any one (1) time.

14.    Developers must include the following attribution with any deployed MapObjects application: "Portions of this computer program are owned by LizardTech, Inc., and are Copyright © 1995--2002 LizardTech, Inc., and/or the University of California. All rights reserved. U.S. Patent No. 5,710,835."

15.    Deployment licenses for desktop or Internet application(s) may be subject to payment of additional license fees.

16.    Licensee may deliver applications to its sublicensee(s) provided Licensee uses a written sublicense agreement that protects ESRI's rights in its Software, Data, Web Services, and Documentation to the same extent as the ESRI License Agreement including, but not limited to, the following terms:

 

a.       Sublicensee may not reverse engineer, decompile, or disassemble the ESRI Software, Data, Web Services, or Documentation, except to the extent permitted by applicable law; copy for commercial use; transfer; or assign its rights under the license grant;

b.       Sublicensee may not use any ESRI Software, Data, Web Services, or Documentation, in whole or in part, separate from Licensee's executable application; and

c.        Third-party dependent or required components are redistributable subject to permission from the owner or author.

 

17.    Licensee may use Business Objects Crystal Reports software only with the ArcView 3.x Software with which it was acquired and subject to the Crystal Reports License Agreement available on the media. Licensee may not use a software program or system to cache or queue report requests.

18.    The deployment license is per application per computer.

19.    MapObjects--Java Edition contains Java Archive files, which indicate they are authentic ESRI-certificated files when used over the Internet. Licensee shall not use ESRI certification or reference ESRI as a source of trusted content in any modified MapObjects--Java Archive files. Licensee may deploy the unmodified Java class ESRI-certified libraries as an integral part of the Licensee's application(s)


 

20.    Licensee may reproduce and deploy the Software provided all the following occur: (a) the Software is reproduced and deployed in its entirety; (b) a license agreement accompanies each copy of the Software that protects the Software to the same extent as the ESRI License Agreement, and the recipient agrees to be bound by the terms and conditions of the license agreement; (c) all copyright and trademark attributions/notices are reproduced; and (d) there is no charge or fee attributable to the use of the Software.

21.    Licensee shall not withhold any substantial right (e.g., extension of credit) from any individual based solely on the individual's place of residence, as profiled in the Tapestry Segmentation system.

22.    (a) ArcGIS Engine Runtime licenses shall not be used for Internet and server development and deployment; (b) an end user must license either ArcGIS Engine Runtime Software or other ArcGIS Desktop Software (ArcView, ArcEditor, or ArcInfo) to obtain the right to run an ArcGIS Engine application on one (1) computer; and (c) the ArcGIS Engine Runtime extensions shall not be used in combination with ArcGIS Desktop Software to run ArcGIS Engine applications. A single user can have multiple applications installed on one (1) computer for use only by that end user.

23.    Licensee may redistribute the Data as described in the Redistribution Rights Matrix available at http://www.esri.com/
legal/
, in the Help system, or in supporting metadata files, subject to the specific attribution descriptions and requirements for the dataset accessed.

24.    EDN Software, Web Services, and Data may only be used by one (1) named developer per subscription solely for the purposes of research, development, testing, and demonstration of a prototype application. EDN server Software and Data may be installed on multiple computers for use by any named EDN developer.

25.    Use of included third-party owned data shall be subject to the Use of Data Restrictions found at http://www.esri.com/
legal/
for the specific Data accessed. The Use of Data Restrictions may be modified by ESRI from time to time. If a modification is unacceptable to Licensee, Licensee may cancel a subscription upon written notice to ESRI, or discontinue use of the Data or Web Services, as applicable. If Licensee continues to use the Data or Web Services, Licensee will be deemed to have accepted the modification.

26.    An ArcSDE Personal Edition geodatabase is restricted to ten (10) gigabytes of Licensee data.

27.    ArcGIS Server Web ADF Runtime Software may not be deployed independent of Licensee's ArcGIS Server Enterprise configuration.

28.    Use is limited to ten (10) concurrent end users of applications other than ArcGIS Server applications. This restriction includes use of ArcGIS Desktop Software, ArcGIS Engine Software, and third-party applications that connect directly to any ArcGIS Server geodatabase. There are no limitations on the number of connections from Web applications.

29.    Software can only be used with SQL Server 2005/2008 Express.

30.    Use is restricted to a maximum of ten (10) gigabytes of Licensee data.

31.    Redundant Software installation(s) for failover operations is allowed but can only be operational during the period the primary site is nonoperational. The redundant Software installation(s) shall remain dormant, except for system maintenance and updating of databases, while the primary site or any other redundant site is operational.

32.    No redundant Software installation is permitted.

33.    Licensee's access to and use of Cloud Bundle, ArcGIS Online Services or Microsoft Bing Maps are conditioned upon Licensee's acceptance of the ESRI Web Site and Service Terms of Use Agreement and the terms and conditions specific to Cloud Bundle, ArcGIS Online Services or Microsoft Bing Maps found at http://www.esri.com/legal/.

34.    Licensee's organization is limited to the number of specified credits, transactions, geography, or number of users as described in the online product description.

35.    Licensed end users shall not share the client-side data cache derived from ArcGIS Online Services with other licensed end users or third parties.

36.    Reserved.

37.    Data provided with StreetMap USA may be used for mapping, geocoding, and routing purposes but is not licensed for dynamic routing purposes. For instance, StreetMap USA may not be used to alert a user about upcoming maneuvers (such as warning of an upcoming turn) or to calculate an alternate route if a turn is missed.

38.    The ArcGIS Server 3D extension included with ArcGIS Server Standard (Workgroup or Enterprise) may only be used for generating globe data cache(s) or publishing a globe document as an ArcGIS Globe Service. No other use of the ArcGIS Server 3D extension Software is permitted with ArcGIS Server Standard.

39.    Any editing functionality included with ArcGIS Server is not permitted for use with ArcGIS Server Basic (Workgroup or Enterprise).

40.    Geospatial Enterprise JavaBeans (EJB) provided with ArcGIS Server (Workgroup or Enterprise) is permitted for use only with ArcGIS Server Advanced.


 

41.    Licensee may only use Data from a single state with the Single State version of ArcGIS Data Appliance. This restriction applies to a large-scale (i.e., scale levels below 1:100,000) street map, transportation layer, boundaries and places layer, and one (1)-meter or better resolution imagery included in the USA Collection. This restriction does not apply to the small-scale (i.e., scale levels above 1:100,000) maps provided in the World Collection, which are intended for display at global and regional scales.

42.    Licensee has the right to one (1) desktop deployment of the ArcGIS Server Image extension Service Definition Editor for every four (4) cores of ArcGIS Server Image extension that are licensed.

43.    Licensee may develop an unlimited number of applications on a single computer and deliver the applications to end users with or without the ArcGIS Engine Runtime Software.

44.    For any operating system environment in which Licensee runs instances of the Concurrent Use License management software, Licensee may run up to the same number of passive failover instances of the Concurrent Use License management software in a separate operating system environment for temporary failover support.

45.    Data licensed with ESRI Business Analyst and ESRI Business Analyst Server is restricted for use only in conjunction with the respective Business Analyst extension.

46.    Licensee should not follow any route suggestions that appear to be hazardous, unsafe, or illegal. Licensee assumes all risk of using this navigation Software.

47.    Reserved.

48.    Licensee may include reports and maps created from the Software or Data in hard-copy or read-only format for presentation packages or marketing studies for subsidiaries and customers. The total content of the ESRI reports and maps must be less than twenty percent (20%) of Licensee's total content of the presentation package or marketing study. Full, complete, stand-alone reports or maps created from the Software or Data and not part of a presentation package or marketing study cannot be resold, sublicensed, or otherwise transferred without prior written permission of ESRI. Licensee's third-party customer may only receive reports and maps generated by Licensee and may only use the maps and reports received from Licensee for internal purposes. In no case shall Licensee redistribute the Data in digital formats.

49.    ESRI MapIt Silverlight Web or WPF applications may not be deployed independent of Licensee's MapIt deployment configuration.

50.    Licensee has the right to one (1) desktop deployment of Spatial Data Assistant for each ESRI MapIt server license.

51.    ESRI Business Analyst Server Developer and Data may only be installed on one (1) server per license solely for the purposes of research, development, testing, and demonstration of a prototype application.

52.    Source code is the intellectual property of ESRI. Licensee shall treat any source code file identified as "Software" in a README file or at http://www.esri.com/legal/ as a trade secret for Licensee's own internal use only and not for further redistribution or access by unlicensed third parties. Licensee shall not modify the Software, Documentation, Data, or source code to incorporate, embed, link, or otherwise include any code, libraries, or data licensed or distributed under an open source licensing or distribution models similar to Free Software Foundation's GNU General Public License (GPL) or GPL-compliant licenses, including, without limitation, the Artistic License (e.g., Perl), the Mozilla Public License, the Netscape Public License, and the Sun Community or Industry Standards License, that could require a user to make its proprietary source code available to a requesting third party.

53.    Deployment license options are as follows:

 

a. A license for Web applications is per the principal registered unique domain identifier. Domain is the Internet domain name registered with a domain name registrar. For example, in example.com where .com is a registered unique domain identifier. Similarly, in example.com.xx where xx is a registered country code, example.com.xx is the registered unique domain identifier.

b. A license for desktop applications or SharePoint is per organization. For the purposes of this license, organization is equivalent to a principal registered unique domain identifier (as described above). For example, desktop applications can be used by any employee of the organization with the principal registered unique domain identifier. There is no limit to the number of applications that can be built and deployed within an organization.

 

54. ArcGIS Mobile is licensed for use with ArcGIS Server Advanced (Enterprise or Workgroup) and ArcGIS Desktop (ArcInfo, ArcEditor, ArcView, and ArcGIS Engine applications).