HomeMy WebLinkAbout2013-191 1 RESOLUTION NO. 2013-191
2 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN
BERNARDINO AUTHORIZING THE EXECUTION OF AN AGREEMENT WITH
3 AND THE ISSUANCE OF A PURCHASE ORDER TO ENVIRONMENTAL SYSTEMS
4 RESEARCH INSTITUTE (ESRI) FOR A THREE YEAR ARCGIS ENTERPRISE
LICENSE AGREEMENT.
5
BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF THE
6 CITY OF SAN BERNARDINO AS FOLLOWS:
7 SECTION 1: That the City Manager of the City of San Bernardino is hereby authorized
8 to execute on behalf of said City an Agreement between the City of San Bernardino and ESRI, a
9 copy of which is attached hereto as Exhibit"A".
10 SECTION 2. That the Director of Finance or his/her designee is hereby authorized to
11
issue an Annual Purchase Order to ESRI in an amount not to exceed $70,000.00 for Fiscal Year
12
2013/2014, $70,000 for Fiscal Year 2014/2015 and $70,000 for Fiscal Year 2015/2016 for an
13
ArcGIS Enterprise License Agreement. The Purchase Order shall reference the number of this
14
Resolution and shall read, "ArcGIS Enterprise License Agreement, FY 2013/2014 not to exceed
15
16 $70,000, FY 2014/2015 not to exceed $70,000 and FY 2015/2016 not to exceed $70,000" and
17 shall incorporate the terms and conditions of this Resolution including the attached agreement, a
18 copy of which is attached hereto as Exhibit"A".
19 SECTION 3. This purchase is exempt from the formal contract procedures of Section
20 3.04.010 of the Municipal Code, pursuant to Section 3.04.010(B)(3) of said Code, "Purchases
21 approved by the Mayor and Common Council".
22 SECTION 4. The authorization to execute the above-referenced Agreement and issue
23
the above-referenced Purchase Order is rescinded if not executed/issued within sixty (60) days
24
of the passage of this Resolution.
25
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2013-191
I RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN
BERNARDINO AUTHORIZING THE EXECUTION OF AN AGREEMENT WITH
2 AND THE ISSUANCE OF A PURCHASE ORDER TO ENVIRONMENTAL SYSTEMS
RESEARCH INSTITUTE (ESRI) FOR A THREE YEAR ARCGIS ENTERPRISE
3 LICENSE AGREEMENT.
4 I HEREBY CERTIFY that the foregoing resolution was duly adopted by the Mayor and
5 Pint adjourned reg
Common Council of the City of San Bernardino at o Hing thereof, held
6
on the 1st day of July , 2013, by the following vote, to wit:
7
8 Council Members Ayes Nays Abstain Absent
9 MARQUEZ x
10 JENKINS x
11
VALDIVIA x
12
SHORETT x
13
KELLEY x
14
JOHNSON x
15
16 McCAMMACK
17
18 GeorgeannvHannA, City C1 rk
19 The foregoing resolution is hereby approved this 6) day of July , 2013.
20 � V
21 Patrick . Morris, i ayor
City of ern. dino
22
23 Approved as to form:
JAMES F. PENMAN, City Attorney
24
25 By:
f
2013-191
Exhibit `A'
ESRI Enterprise License Agreement
•
�+L ,a; ENTERPRISE LICENSE AGREEMENT
tS � (E119G 06/2009)
Esri,380 New York St,Redlands,CA 92373-8100 USA•TEL 909-793-2853•FAX 909-793-5953
Agreement No.2013ELA901
This Enterprise License Agreement including the documents listed below(collectively,"Agreement"or"ELA")is between
City of San Bernardino("City")and Environmental Systems Research Institute,Inc.("Esri"),and is effective as of
July 22,2013("Effective Date").This Agreement provides for the licensing and deployment of Esri's Enterprise License
Software(defined under Article 1),delivery of ELA maintenance,and provision of Esri International User Conference
registrations and any additional services as specified herein.Only Term Licenses(defined under Article 1)concurrent with
the term of this ELA are granted for all Enterprise License Software
This Agreement is comprised of the following documents which are incorporated herein by reference:
1. Enterprise License Agreement signature page(s),El 19
2. Enterprise License Terms and Conditions,E512GM,including;
• Appendix A,Software and Deployment Schedule
• Appendix B,Enterprise License Fee Schedule
• Appendix C,City Annual Deployment Report
• Appendix D,ELA Points of Contact
• Appendix E,Tier 1 Help Desk Authorized Individuals
3, License Agreement—Agreement No.2013MLA901
• General License Terms and Conditions,E204
• Esri Exhibit 1,Scope of Use,E300
Note:Licensee is defined on first page of item 2 above.
The parties acknowledge that they have read and understand this Agreement and agree to be bound by the terms and
conditions contained herein.
This Agreement constitutes the sole and entire agreement of the parties as to the subject matter set forth herein and
supersedes any previous agreements,proposals,presentations,understandings,and arrangements between the parties relating
to such subject matter.Any modifications or amendments to this Agreement must be in writing and signed by an authorized
representative of each party.
ACCEPTED AND AGREED:
ENVIRONMENTAL SYSTEMS
CITY OF SAN BERNARDINO RESEARCH INSTITUTE,INC.
(City) (Esri)
By By
Authorized Signature Authorized Signature
Printed Name: Printed Name:
Title: Title:
Date: Date:
APPROVED AS TO FORM:
James F. 'enman, City Attorney
By: 7�� '���•ti...,
E1190 Page 1 of 1 06/2009
•
esriENTERPRISE LICENSE TERMS AND CONDITIONS
Esri,380 New York St,Redlands,CA 92373-8100 USA•TEL 909-793-2853•FAX 909-793-5953
ARTICLE 1—DEFINITIONS
All definitions in other parts of the ELA will have the same meaning in this Enterprise License Terms and Conditions.In
addition,the following definitions apply to the ELA:
• "Deploy,""Deployment,"or"Deployed"means to redistribute,or the redistribution of,the Enterprise License
Software(and its related keycodes/registration files),or its having been redistributed,by City,during the term of this
ELA for installation and use by Licensee.
• "ELA Fee"means the fee set forth in Appendix B,ELA Fee Schedule.
• "ELA Maintenance"means Tier 2 Support,updates,and patches provided by Esri for Enterprise License Software.
• "Enterprise License Software"means the Software(which includes Data,Online Services,and Documentation
provided with the particular item as separately licensed)identified in Table A-1 and Table A-2 of Appendix A,
Software and Deployment Schedule.Enterprise License Software does not include unit-priced item(s)or Esri
technology that may be embedded in third-party products purchased by Licensee.
• "Incident"means a failure of the Software to operate according to the Documentation where such failure
substantially impacts operational or functional performance.
• "License Agreement"means the Esri contract 2013MLA901 comprised of General License Terms and Conditions
(E204)and Exhibit 1,Scope of Use(E300),referenced on the signature page of this ELA.
• "Licensee"means City of San Bernardino.For avoidance of doubt,the definition of Licensee will not include
consultants or contractors.
• "Rolled-In Software"means Software of the same type as Enterprise License Software that Licensee acquired for
use prior to the Effective Date
• "Technical Support"means a process to attempt to resolve reported Incidents through error correction,patches,hot
fixes,and workarounds;replacement deliveries;or any other type of Software,Data,or Documentation corrections
or modifications specified in the most current applicable Esri US Software Maintenance Program.
• "Term License"means licenses provided for use in a limited time period or on a subscription or transaction basis
• "Tier 1 Help Desk"means City point of contact from which all Tier I Support will be given to Licensee.
• "Tier 1 Support"means the Technical Support provided by the Tier I Help Desk as the primary contact to Licensee
in its attempted resolution of reported Incidents.
• "Tier 2 Support"means the Technical Support provided by Esri to the Tier 1 Help Desk when the Incident cannot be
resolved through Tier i Support.
ARTICLE 2—GRANT OF LICENSE
2.1 Grant of License.All licenses granted pursuant to this Agreement are Term Licenses available for use only during the
term of this ELA.Licensee's use of the Enterprise License Software is subject to the License Agreement and any additional
terms set forth in this Article 2 and in Article 3 below.
2.2 Beta License.Beta licenses are not available under this ELA as Enterprise License Software.Beta Software,Beta Data,
and Beta Online Services,if requested and provided,will be licensed separately and individually under the terms of the
License Agreement(see Beta License in Section 3.2 of the General License Terms and Conditions—E204)only.No other
benefits,grants,or rights provided in this ELA shall apply or be provided/granted.
23 Consultant Access.Section 4.1f,Consultant Access,of the General License Terms and Conditions—E204 in the License
Agreement is modified to add the following restriction:Access to and use of any Enterprise License Software is restricted to
use by consultants and contractors for the sole benefit of Licensee while(i)working on-site at Licensee's facilities;
(ii)remotely accessing or using Enterprise License Software from Licensee's on-site computers or machines;or(iii)remotely
accessing or using Enterprise License Software from a third party's computers or machines under contract to Licensee.
Licensee shall require consultant or contractor to discontinue access to and use of Enterprise License Software upon
completion of work for Licensee.
E512GM Page 1 of 11 02/212013
2.4 Term Limited Licenses. Article 3,Grant of License in the General License Terms and Conditions of the License
Agreement is modified such that no perpetual or indefinite license rights are granted to Licensee for any Enterprise License
Software Deployed.Article 5,Term and Termination of the License Agreement is modified to add that the licenses for all
Enterprise License Software Deployed shall terminate upon expiration or termination of the ELA.All Deployments made
under this ELA shall terminate upon the end of the term of this ELA.
ARTICLE 3—SCOPE OF USE
There are additional Permitted Uses,Uses Not Permitted,and Restrictions for City incorporated into this ELA.The Permitted
Uses and Uses Not Permitted sections of the General License Terms and Conditions portion of the License Agreement are
modified to include the additional term in Sections 3.1 and 3.2 below:
3.1 Additional Permitted Uses.The following additional Permitted Uses are hereby granted to City for the Enterprise
License Software:
For the term of the ELA,City may copy and Deploy the Enterprise License Software up to the quantities of licenses
granted in Appendix A.
3.2 Uses Not Permitted.In addition to the restrictions set forth in the License Agreement,the following Uses Not Permitted
apply to the Enterprise License Software:
a. City shall not transfer,redistribute,or Deploy the Enterprise License Software outside the United States or its
territories or possessions without the prior written permission of Esri and agreement on additional fees,if any.Any
such export will be subject to US Export Control Regulation requirements of the License Agreement.
b. City shall not transfer,redistribute,or assign Enterprise License Software to any third party without prior Esri
written permission.
ARTICLE 4—MAINTENANCE
4.1 ELA Maintenance.ELA Maintenance is included in the ELA Fee.Enterprise License Software will receive ELA
Maintenance,provided that standard maintenance is available for each item.ELA Maintenance includes benefits specified in
the most current applicable Esri US Software Maintenance Program document(found at www.esri.com/legal)as modified by
this Section 4.1.
a. Tier 1 Support Provided by City
(1) Tier I Help Desk will provide Tier I Support to all Licensees.
(2) The Tier 1 Help Desk will use analysts fully trained in the Software they are supporting.
(3) At a minimum,Tier 1 Support will include those activities that assist the user in resolving how-to and
operational questions as well as questions on installation and troubleshooting procedures.
(4) Tier 1 Support analysts will be the initial points of contact for all questions and Incidents.Tier 1 Support
analysts shall obtain a full description of each reported Incident and the system configuration from the Licensee.
This may include obtaining any customizations,code samples,or data involved in the Incident.The analyst may
also use any other information and databases that may be developed to satisfactorily resolve Incidents.
(5) If the Tier 1 Help Desk cannot resolve the Incident,an authorized Tier 1 Help Desk individual may contact Esri
for Tier 2 Support.The Tier 1 Help Desk shall provide support in such a way as to minimize repeat calls and
make solutions to problems available to Licensee.
(6) City may assign up to the quantity of named Tier 1 Help Desk individuals listed in Appendix B.These
individuals will be identified in Appendix E and are the only individuals(callers)authorized to contact Esri
directly for Tier 2 Support.
b. Tier 2 Support Provided by Esri
(1) Esri shall log the calls received from the Tier 1 Help Desk individuals.
(2) Esri shall review all information collected by and received from Tier 1 Help Desk individuals including
preliminary documented troubleshooting provided by Tier I Help Desk when Tier 2 Support is required.
E512GM Page 2 of 11 02/21/2013
(3) Esri may request that Tier I Help Desk individuals provide verification of information,additional information,
or answers to additional questions to supplement any preliminary information gathering or troubleshooting
performed by Tier 1 Help Desk.
(4) Esri shall attempt to resolve the Incidents submitted by Tier I Help Desk by assisting the Tier I Help Desk
individuals and not the Licensees.
(5) When the Incident is resolved,Esri shall communicate the information to the Tier 1 Help Desk individuals,and
the Tier I Help Desk shall disseminate the resolution to the Licensee.
(6) Esri may,at Esri's sole discretion,make patches,hot fixes,or updates available for downloading from Esri's
website or,if requested,deliver them on media.
4.2 Maintenance for Rolled-In Software.Annual maintenance fees for Rolled-In Software are not included in the ELA Fee,
and,if ordered,additional fees will apply.
ARTICLE 5—ORDERING,ADMINISTRATIVE PROCEDURES,DELIVERY,AND DEPLOYMENT REPORT
5.1 Purchase Orders,Delivery,and Deployment
a. City shall issue a purchase order upon execution of the ELA and annually thereafter in accordance with the fee schedule
in Appendix B.These fees will be due and payable within thirty(30)days of the anniversary date of the ELA,with the
initial payment due within thirty(30)days of execution of the ELA.
b. Upon receipt of the initial purchase order from City,Esri shall authorize City to download Enterprise License Software
listed in Appendix A.Delivery of updates/new versions of Enterprise License Software will be made in the same
manner.If requested by City,Esri will deliver a limited number of sets of backup media as provided in Appendix B to
the ship-to address identified in Appendix D,ELA Points of Contact,FOB destination with shipping charges prepaid.
City may purchase additional backup media sets at the prices in effect at the time of purchase.Delivery or receipt of
tangible media could cause prior and future license fees to be subject to taxes.City acknowledges that Esri has a right to
invoice,and City agrees to pay any such sales or use tax associated with receipt of tangible media.
c. Esri shall provide registration/authorization numbers or access codes,as applicable,to activate the nondestructive copy
protection program that enables the Enterprise License Software to operate or allow access.
d. City shall track the Deployment status of Enterprise License Software.
5.2 Purchase Order Requirements
a. Any purchase orders issued by City will reference,incorporate,and be subject to the terms and conditions of this ELA.
No additional,conflicting,or different terms contained in a purchase order or ordering document will be binding.All
orders and deliveries pertaining to this ELA will be processed through City's centralized point of contact.
b. The following information will be included in each purchase order:
(1) Esri customer number and the ship-to address as identified in Appendix D.
(2) Purchase order number.
(3) Applicable annual payment due.
(4) On the face of the purchase order,print the following statement: "Governed by and subject to Enterprise License
Agreement No.2013ELA901."
5.3 Annual Report of Deployments.At each anniversary date and ninety(90)days prior to the expiration date of this ELA,
City shall provide a written report,as set forth in Appendix C,to Esri detailing all Deployments made.The report will be
subject to audit by an authorized representative of Esri.
5.4 Esri International User Conference Registration.Esri shall provide Esri International User Conference registrations to
City annually during the term of this ELA in the quantities set forth in Appendix B.City is responsible for distributing the
registrations to Licensees.Third parties may not represent or attend on behalf of City at any Esri International User
Conference.
E512GM Page 3 of 11 02/21/2013
ARTICLE 6—POINTS OF CONTACT;NOTICES
6.1 Points of Contact.Each party shall identify points of contact for administrative and technical issues in Appendix D.
6.2 Notices.Except as set forth in Section 6.1,any notice,report,demand,or other communication will be properly given
when made in writing in English and sent by courier;registered or certified airmail;or facsimile or other electronic
transmission,and confirmed by courier or by registered or certified airmail,properly addressed to the appropriate party at the
address set forth above,until changed by notice in writing by either party hereto.If sent by courier or airmail,notice will be
effective seven(7)days from the date of deposit with the courier service or post office.If sent by electronic transmission,
notice will be effective upon receipt,provided confirmation is given as specified herein.Notices will be given at the
following addresses:
To: Esri To: City
380 New York Street as listed in Appendix D
Redlands,CA 92373-8100
Attn.:Manager,Contracts and Legal Services
ARTICLE 7—TERM,TERMINATION,AND EXPIRATION
7.1 Term.The term of the ELA will be for the period listed in Appendix B,commencing on the Effective Date unless this
ELA is terminated earlier as provided herein.
7.2 Termination for a Material Breach.Esri may terminate this ELA for a material breach by Licensee.Licensee will be
given a period of thirty(30)days from date of written notice to cure any material breach.Upon termination of this ELA by
Esri for a material breach by Licensee,all licenses Deployed will also terminate,and the full amount of unpaid ELA Fees
will be due and payable by City within thirty(30)days from the date of termination.Licensees shall uninstall,remove,and
destroy all Enterprise License Software;training materials;and any whole or partial copies,modifications,or merged
portions in any form.City shall deliver evidence of such destruction to Esri(e.g.,certification letter).Licensee may continue
to use Rolled-In Software,provided Licensee complies with the terms and conditions of the License Agreement.Further,Esri
agrees that Licensee is not required to pay a maintenance reinstatement fee for lapsed maintenance for Rolled-In Software if
Licensee orders maintenance at time of ELA termination.Other items that may be included in this ELA such as EAP,Virtual
Campus annual user license,access codes,Virtual Campus dollar credits,and Esri International User Conference
registrations,will also terminate if this ELA is terminated.
7.3 Reserved.
7.4 License Term and Use upon Expiration of ELA Term.Upon expiration of this ELA,the grant of license contained
herein shall terminate.No perpetual or indefinite licenses for any Enterprise License Software Deployed shall be granted at
any time.
a.Lapsed Maintenance Fee for Rolled-In Software.Licensee may order maintenance upon expiration of this ELA for
Rolled-In Software without paying a maintenance reinstatement fee for lapsed maintenance. Licensee shall notify Esri of the
quantity and type of licenses for which Licensee elects to purchase standard maintenance.If Licensee elects not to order
maintenance Rolled-In Software upon expiration,Licensee must pay back maintenance fees to reinstate maintenance from
the date of this ELA's expiration.
7.5 Termination for Non-Appropriation of Funds or Lack of Funds.City's obligation to pay the amounts due for
following fiscal years is contingent upon appropriation of funds for this ELA.City or Esri may terminate this ELA in the
event such funding is not made available("Lack of Funds").If either party terminates for Lack of Funds,it will give the other
party written notice of termination prior to the ELA anniversary date.In all cases,the effective date of the termination will be
the last day of that payment period immediately prior to the annual anniversary date for the next payment.
Under no circumstances may City deploy additional copies of the Software,Data,or Documentation upon termination of the
ELA for Lack of Funds.
E512GM Page 4 of 11 02/21/2013
In the event that the ELA is terminated for Lack of Funds the following conditions will apply:
a. Licensee must uninstall,remove,and destroy all Deployed Software,Data,or Documentation and any whole or
partial copies identified in Appendix A,Table A-2,however Licensee(s)may continue to use Rolled-In Software,
subject to its compliance with the License Agreement;
b. No refund will be provided to Licensee for payments made prior to termination.
Within thirty(30)days of termination of the ELA for Lack of Funds,City will document in writing to Esri the total quantity
and type(e.g.,Product)Rolled-In Software for which City desires to obtain maintenance,if any.Payment of maintenance
fees for such Rolled-In Software for which City wishes to have maintenance,if any,will be effective from the date of the
ELA termination,provided that City allocates appropriate funds.Maintenance reinstatement fees will not be required for
maintenance on Rolled-In Software that lapsed during the term of the ELA.Other items that may be included in this ELA
such as User Conference Registrations will also terminate if this ELA is terminated for Lack of Funds.
ARTICLE 8—CONFIDENTIALITY
8.1 Esri Confidential Information.Certain terms and conditions of this ELA are confidential and proprietary information of
Esri.Except as provided herein,City shall not publish or disclose the ELA(or contents)to any third party without Esri s prior
written consent.Disclosure may be made only to those City employees and advisers of City(e.g.,outside counsel or
accountants)who have a need to know to perform their duties and have an obligation of confidentiality.City may only
disclose the License Agreement and restrictions contained in the ELA to a contractor or consultant who has a need to know
such information to perform work on behalf of City.No other portions of the ELA may be disclosed to a contractor or
consultant.To the extent that any such disclosures may be required by law(such as an open/
public records request),City shall inform Esri of the requested disclosure,with a reasonable description of the requested
disclosure and identification of the requestor,in sufficient time for Esri to assert any objection Esri may have to such
disclosure with the appropriate administrative or judicial body.
ARTICLE 9—RELATIONSHIP OF THE PARTIES
The ELA does not constitute a partnership,joint venture,or agency between Esri and City.Neither Esri nor City will hold
itself out as such,nor shall Esri or City be bound or become liable because of any representation,action,or omission of the
other.
ARTICLE 10—FORCE MAJEURE
If the performance of any obligation under this ELA is prevented,restricted,or interfered with by reason of fire,flood,
earthquake,explosion,or other casualty or accident;strikes or labor disputes;inability to procure or obtain delivery of parts,
supplies,or power;war,threat of or actual terrorist act,cyberattack,or other violence;any law,order,proclamation,
regulation,ordinance,demand,or requirement of any government agency;or any act or condition whatsoever beyond the
reasonable control of the affected party,the party so affected,upon giving prompt notice to the other party,will be provided a
temporary extension for a period of time as may be reasonably necessary to allow for such delay,prevention,interference,or
restriction.
ARTICLE 11—GIS STANDARD
City shall officially name Esri as its GIS standard and act as a reference for other Esri customers and potential customers as
long as the ELA remains in effect.This ELA will not be construed or interpreted as an exclusive dealings agreement,and
City reserves the right to purchase from third parties any of their requirements for GIS software,or related services.
City agrees that Esri may publicize the existence of the ELA.
ARTICLE 12—ADMINISTRATIVE REQUIREMENTS
12.1 Esri Partner Original Equipment Manufacturer(OEM)Bundled or Embedded Items/Services.Certain Esri
partners are authorized to either embed limited portions of Esri technology or bundle Esri products or services with the
E5I2GM Page 5 of 11 02/21/2013
partner's application or service under Esri's OEM or Solution OEM programs.Partner pricing and product bundling is
independent of this ELA,and each partner markets under its own business model and pricing.Licensee shall not be entitled
to or seek any discount from the OEM business partner or Esri,directly or indirectly,as a result of or based upon the
availability of such Products as Enterprise License Software under this ELA.Licensee shall not be entitled to or seek to
decouple Esri's technology or products/services from the partner's bundle or solution.In addition,such Products,or any
component thereof included in the OEM software program or product,will be licensed through the license agreement
provided by the OEM business partner and not through this ELA.
12.2 Enterprise License Software—Limited Quantity or Unit-Priced Items.Esri reserves the right to exclude new
Software products from unlimited Deployment.New Software products may contain or be developed with(i)newly acquired
technology obtained through a significant investment or(ii)third-party intellectual property that requires a unit-based royalty
fee or prohibits Deployment under a site or enterprise license.Such items can be made available to City on a limited quantity
basis or as unit-priced items.
12.3 Obsolescence.During the term of this Agreement,some of the items listed in Appendix A may become obsolete or will
no longer be commercially offered or may no longer be available for Deployment.Licensee may continue to use Enterprise
License Software that has been Deployed,but support and upgrades for older items may not be available.ELA Maintenance
and maintenance and availability of Enterprise License Software identified in Appendix A will be subject to each item's
Product Life Cycle Support Status,which can be found at http://resources.arcgis.com/content/Product-life-cycles by selecting
the product type and clicking the Product Life Cycle link for specific product plans.Esri's Product Life Cycle Support Policy,
available at http://help.arcgis.com/en/shared/product-life-evcle/ProductLifeCvcle.pdf,covers the support phases and overall
support plans.
ARTICLE 13—GENERAL PROVISIONS
13.1 The General Provisions and Limitations of Liability of the License Agreement will apply to the entire ELA.If there is a
conflict among any of the other terms and conditions in the various documents,the order of descending precedence will be as
follows:(1)E119 Signature Page,(2)E512M ELA Terms and Conditions,(3)E300 Scope of Use,and(4)E204 General
License Terms and Conditions.Except as otherwise expressly provided herein,any amendment or Addendum to this ELA
must be in writing and signed by an authorized representative of each party.
13.2 Survival of Certain ELA Clauses.The provisions of Section 7.4 and Article 8 of this Enterprise License Terms and
Conditions document(E512GM)will survive the expiration or termination of this ELA.
E512GM Page 6 of I I 02/21/2013
APPENDIX A
SOFTWARE AND DEPLOYMENT SCHEDULE
City may Deploy the Enterprise License Software up to the total quantity of licenses indicated below to Licensees during the
term of this ELA.
Table A-1
Enterprise License Software—Unlimited Quantities
Total Qty./Seats
Product to Be Deployed
Arcgis For Desktop Products–Advanced(Arclnfo),Standard(ArcEditor),Basic(ArcView) Unlimited
(Single and Concurrent Use)
ArcGIS for Desktop Extensions–ArcGIS 3D Analyst,ArcGIS Spatial Analyst,ArcGIS Unlimited
Geostatistical Analyst,ArcGIS Publisher, ArcGIS Network Analyst,ArcGIS Schematics,ArcGIS
Workflow Manager and ArcGIS Data Reviewer.(Single and Concurrent Use)
ArcGIS for Server Products–ArcGIS for Server Enterprise or Workgroup(Advanced,Standard Unlimited
and Basic)
ArcGIS for Server Extensions–ArcGIS 3D Analyst,ArcGIS Spatial Analyst,ArcGIS Unlimited
Geostatistical Analyst,ArcGIS Network Analyst,ArcGIS Schematics,ArcGIS Workflow Manager,
ArcGIS Image(Single and Concurrent Use)
ArcGIS Engine Unlimited
ArcGIS Engine Extensions–ArcGIS 3D Analyst,ArcGIS Spatial Analyst,ArcGIS Geodatabase Unlimited
Update,ArcGIS Network Analyst,ArcGIS Schematics(Single and Concurrent Use)
ArcGIS Runtime Standard Unlimited
ArcGIS Runtime Extensions–ArcGIS 3D Analyst,ArcGIS Spatial Analyst, ArcGIS Network Unlimited
Analyst(Single Use)
Mapping and Charting Solutions–Esri Production Mapping(Single Use and Concurrent Use) Unlimited
Table A-2
Enterprise License Software—Limited Quantities
Rolled-In Qty. Qty./Seats
Product (if applicable) to Be Deployed Total
Esri Developer Network(EDN)–annual N/A 1 1
subscriptions to the ESRI Developer Network
Esri CityEngine Advanced–(Single or Concurrent 0 1 1
Use)
Number of Named Users per Annual Credits per
Product Subscriptions Subscription Subscription
ArcGIS Online Subscription-Level 2 Organization 1 50 10,000
Plan
Licensee can procure additional ArcGIS Online account subscriptions during the term of the Agreement.At the time of
purchase,Licensee will transfer or procure new credits for additional ArcGIS Online accounts.
E512GM Page 7 of 11 02/21/2013
APPENDIX B
ELA FEE SCHEDULE
The ELA Fee is$210,000.The ELA Fee is in consideration of the Enterprise License Software,ELA Maintenance,and Esri
International User Conference registrations.
Year 1 Year 2 Year 3 ELA Fee
2013 2014 2015
Payments $70,000 $70,000 $70,000 $210,000
Number of Esri International User 4 4 4
Conference Registrations per Year
Number of Tier 1 Help Desk 4 4 4
Individuals
Number of Sets of Backup Media,if 5 5 5
Requested
Support Incidents for Esri Developer One 10 Pack One 10-Pack One 10-Pack
Network per year
Term of ELA pursuant to Section 7.1 Three(3)years from Effective Date
Esri products not included in this Agreement may be purchased from Esri's commercial list price subject to the terms found in
Esri contract 2013MLA901.
E512GM Page 8 of 11 02/21/2013
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APPENDS:D
ELI,POSTS OF CONTACT
Either party may change its point of contact by written notice to the other party.
1. Esri point of contact for order processing issues:
Name: Customer Service
Esti Redlands
380 New York Street
Redlands,CA 92373-8100
E-mail: service esri.com
Phone: 888-3774575
Fax: 909-307-3083
2. Esri contact for Tier 2 Support issues:
E-mail: supoort; esri.com
Phone: 909-793-3774(domestic L'S only)
Fax: 909-792-0960
Web: swporrtesricom
3. City=train' ed point of contact for order release and administrative issues:
Ruth Parish
Name. Parish RuPsSBcitv.org
E-mail: 909-384-5947
Phone: 909-384-7236
Fax:
4. All deliverables to City will be shipped to the address listed below:
City Of$ce: Information Technology Department
Name: Ruth Parish
Address: City of San Bernardino
300 North D St
San Bernardino,CA 92418
5. All notices to City will be mailed to the address listed below:
City Office: Information Technology Department
Name: Ruth Parish
Address: City of San Bernardino
300 North D St
San Bernardino,CA 92418
u
E512G)1 Page 10 of 1I 02'21/2013
APPENDIX E
TIER 1 HELP DESK ALTHORIZED INDIVIDUALS
Below are named Tier 1 Help Desk individuals authorized to seek Tier 2 Support from Esti.Substitutes/Changes to Tier 1
Help Desk authorized individuals may be made by written notice to Esri-
1- Name: Ruth Parish 3_ Name: Matt Torrence
Address: IT Department Address: IT Department
City of San Bernardino City of San Bernardino
Phone: 300 North D Street Phone: 300 North D Street
Fax: San Bernardino,CA 92418 Fax: San Bernardino,CA 92418
E-mail: 909-384-5947 E-mait 909-384-5947
909-384-7236 909-384-7236
Parish RuOSBcitv.org Torrence MaPSBcltv.org
2. Name: Julie Abinto 4 Name. Jason Suarez
Address. San Bernardino Municipal Water Department Address: IT Department
300 North D Street City of San Bernardino
Phone: San Bernardino,CA 92418 300 North D Street
FaX 909-384-7229 Far San Bernardino,CA 92418
909-384-5532 909-384-5947
E-mail: E-mail:Abinto Ju@SBcltvWater.org 909-384-7236
Suarez_Ja @SBcity.org
E5 12G11.4. Page 11 of 11 022112013
• LICENSE AGREEMENT
(l.i�v) esri (E204 04/26/2013)
Esri,380 New York St,Redlands,CA 92373-8100 USA•TEL 909-793-2853•FAX 909-793-5953
2013MLA901
This License Agreement is between City of San Bernardino("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.
GENERAL LICENSE TERMS AND CONDITIONS
ARTICLE I—DEFINITIONS
Definitions.The terms used are defined as follows:
a. "Authorization Code(s)"means any key,authorization number,enablement code,login credential,activation code,
token,account user name and password,or other mechanism required for use of a Product.
b. "Beta"means any alpha,beta,or prerelease Product.
c. "Commercial Application Service Provider Use"or"Commercial ASP Use means generating revenue by providing
access to Software or Online Services through a Value-Added Application,for example,by charging a subscription
fee,service fee,or any other form of transaction fee or by generating more than incidental advertising revenue.
d. "Content"has the meaning provided in Addendum 3.
e. "Data"means any Esri or third-party digital dataset(s)including,but not limited to,geographic vector data,raster
data reports,or associated tabular attributes,whether bundled with Software and Online Services or delivered
independently.
f. "Deployment License"means a license that allows Licensee to sublicense select Software and associated
Authorization Codes to third parties.
g. "Documentation"means all user reference documentation that is delivered with the Software.
h. "Online Services"means any Internet-based geospatial system,including applications and associated APIs,but
excluding Data or Content,hosted by Esri or its licensors,for storing,managing,publishing,and using maps,data,
and other information.
i. "Ordering Document(s)"means a sales quotation,purchase order,or other document identifying the Products that
Licensee orders.
j. "Perpetual License"means a license to use a version of a Product for which applicable license fees have been paid,
indefinitely,unless terminated by Esri or Licensee as authorized under this Agreement.
k. "Product(s)"means Software,Data,Online Services,and Documentation licensed under the terms of this License
Agreement.
I. "Sample(s)"means sample code,sample applications,add-ons,or sample extensions of Products.
m. "Service Credit(s)"means a unit of exchange that is allocated with an Online Services subscription in an amount
specified in the Ordering Document.Each Service Credit entitles Licensee to consume a set amount of Online
Services,the amount varying depending on the Online Services being consumed.As Online Services are consumed,
Service Credits are automatically debited from Licensee's account,up to the maximum number of Service Credits
available.Additional Service Credits can be purchased as described in Addendum 3(also available at
http://www.esri.com/legal).
n. "Software"means all or any portion of Esri's proprietary software technology,excluding Data accessed or
downloaded from an Esri-authorized website or delivered on any media in any format including backups,updates, ii
service packs,patches,hot fixes,or permitted merged copies.
o. "Term License"means a license or access provided for use of a Product for a limited time period("Term")or on a
'
subscription or transaction basis.
p. "Value-Added Application"means an application developed by Licensee for use in conjunction with the authorized
use of any Software,Data,or Online Services.
E204 Page 1 of 7 04/26/2013
1
ARTICLE 2—INTELLECTUAL PROPERTY RIGHTS AND RESERVATION OF OWNERSHIP
Products are licensed,not sold.Esri and its licensors own Products 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 Products 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 Products.
ARTICLE 3—GRANT OF LICENSE
3.1 Grant of License.Esri grants to Licensee a personal,nonexclusive,nontransferable license solely to use the Products as
set forth in the applicable Ordering Documents(i)for which the applicable license fees have been paid;(ii)in accordance
with this License Agreement and the configuration ordered by Licensee or as authorized by Esri or its authorized distributor;
and(iii)for the applicable Term or,if no Term is applicable or identified,until terminated in accordance with Article 5.In
addition to the Scope of Use in Article 4,Exhibit 1—Scope of Use(E300)applies to specific Products.Addendum 1,
Addendum 2,Addendum 3,and Addendum 4 collectively comprise Exhibit 1—Scope of Use(E300)and are also available at
htta://www.esri.com/legal/software-license.Addendums only apply to Products specifically identified within an Addendum.
Exhibit 1—Scope of Use(E300)includes Addendums for the following Product types,which are incorporated by reference:
a. Software.Terms of use for specific Software products are set forth in Addendum 1.
b. Data.Data terms of use are set forth in Addendum 2.
c. Online Services. Terms of use for Online Services are set forth in Addendum 3.
d. Limited Use Programs.Terms of use for noncommercial,nonprofit,educational,or other limited-use programs are
set forth in Addendum 4.
3.2 Evaluation and Beta Licenses.Products acquired under an evaluation license or under a Beta program are intended for
evaluation and testing purposes only and not for commercial use.Any such use is at Licensee's own risk,and the Products do
not qualify for Esri or distributor maintenance.
ARTICLE 4—SCOPE OF USE
4.1 Permitted Uses
a. For Products delivered to Licensee,Licensee may
1. Install and store Products on electronic storage device(s);
2. Make archival copies and routine computer backups;
3. Install and use a newer version of Software concurrently with the version to be replaced during a reasonable
transition period not to exceed six(6)months,provided that the deployment of either version does not exceed
Licensee's licensed quantity;thereafter,Licensee shall not use more Software in the aggregate than Licensee's
total licensed quantity;
4. Move the Software in the licensed configuration to a replacement computer;and
5. Distribute to third parties Software and any associated Authorization Codes required for use of a Deployment
License.
b. Commercial Application Service Provider Use. Licensee may use the Product for Commercial ASP Use provided that
Licensee(i)acquires a Commercial ASP Use license,or(ii)is a governmental or not-for-profit organization that operates
a website or offers an Internet service on a cost recovery basis and not for profit.
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 distribute 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
E204 Page 2 of 7 04/26/2013
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 C[Licensee will insert the actual copyright date(s)from the source materials]Esri
and its licensors.All rights reserved."
e. Font Components. All fonts provided with a Product may be used with the authorized use of any Products.Esri fonts
may also be separately used to print any output created by Products.Additional use restrictions for third-party fonts
included with a Product are set forth in the font file itself.
f. Consultant or Contractor Access. Subject to Section 3.1,Esri grants Licensee the right to permit Licensee's consultants
or contractors to use the Products exclusively for Licensee's benefit.Licensee shall be solely responsible for compliance
by consultants and contractors with this License Agreement and shall ensure that the consultant or contractor
discontinues Product use upon completion of work for Licensee.Access to or use of Products by consultants or
contractors not exclusively for Licensee's benefit is prohibited.
4.2 Uses Not Permitted.Except to the extent that applicable law prohibits or overrides these restrictions,or as provided
herein,Licensee shall not
a. Sell,rent,lease,sublicense,lend,time-share,assign,or use Products for Commercial ASP Use or service bureau
purposes;
b. Provide third parties with direct access to Products so that the third parties may use the Product directly,develop
their own GIS applications,or create their own solutions in conjunction with the Product;
c. Distribute Software,Data,or Online Services to third parties,in whole or in part,including,but not limited to,
extensions,components,or DLLs;
d. Distribute Authorization Codes to third parties;
e. Reverse engineer,decompile,or disassemble Products;
f. Make any attempt to circumvent the technological measure(s)that controls access to or use of Products;
g. Store,cache,use,upload,distribute,or sublicense Content or otherwise use Products in violation of Esri's or a third
party's rights,including intellectual property rights,privacy rights,nondiscrimination laws,or any other applicable
law or government regulation;
h. Remove or obscure any Esri(or its licensors')patent,copyright,trademark,proprietary rights notices,and/or legends
contained in or affixed to any Product,Product output,metadata file,or online and/or hard-copy attribution page of
any Data or Documentation delivered hereunder;
i. Unbundle or independently use individual or component parts of Software,Online Services,or Data;
j. Incorporate any portion of the Product into a product or service that competes with any Product;
k. Publish or in any other way communicate the results of benchmark tests run on Beta without the prior written
permission of Esri and its licensors;or
1. Use,incorporate,modify,distribute,provide access to,or combine any computer code provided with any Product in
a manner that would subject such code or any part of the Product to open source license terms,which includes any
license terms that require computer code to be(i)disclosed in source code form to third parties,(ii)licensed to third
parties for the purpose of making derivative works,or(iii)redistributable to third parties at no charge.
ARTICLE 5—TERM AND TERMINATION
This License Agreement is effective upon acceptance.Licensee may terminate this License Agreement or any Product license
at any time upon written notice to Esri.Either party may terminate this License Agreement or any license for a material
breach that is not cured within ten(10)days of written notice to the breaching party,except that termination is immediate for
a material breach that is impossible to cure.Upon termination of the License Agreement,all licenses granted hereunder
terminate as well Upon termination of a license or the License Agreement,Licensee will(i)stop accessing and using
affected Product(s);(ii)clear any client-side data cache derived from Online Services;and(iii)uninstall,remove,and destroy
all copies of affected Product(s)in Licensee's possession or control,including any modified or merged portions thereof,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 for a period of ninety(90)days from
the date Esri issues the Authorization Code enabling use of Software and Online Services that(i)the unmodified Software
and Online Services will substantially conform to the published Documentation under normal use and service and(ii)media
on which Software is provided will be free from defects in materials and workmanship.
E204 Page 3 of 7 04/26/2013
6.2 Special Disclaimer.CONTENT,DATA,SAMPLES,HOT FIXES,PATCHES,UPDATES,ONLINE SERVICES
PROVIDED ON A NO-FEE BASIS,AND EVALUATION AND BETA SOFTWARE ARE DELIVERED"AS IS"
WITHOUT WARRANTY OF ANY KIND.
6.3 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
PERFORMANCE OR DISCONTINUANCE OF OPERATION OF ANY PORTION OF THE INTERNET OR POSSIBLE
REGULATION OF THE INTERNET THAT MIGHT RESTRICT OR PROHIBIT THE OPERATION OF ONLINE
SERVICES.
6.4 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 THAT PRODUCTS 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.PRODUCTS ARE NOT DESIGNED,
MANUFACTURED,OR INTENDED FOR USE IN ENVIRONMENTS OR APPLICATIONS THAT MAY LEAD TO
DEATH,PERSONAL INJURY,OR PHYSICAL PROPERTY/ENVIRONMENTAL DAMAGE.LICENSEE SHOULD
NOT FOLLOW ANY ROUTE SUGGESTIONS THAT APPEAR TO BE HAZARDOUS,UNSAFE,OR ILLEGAL.ANY
SUCH USES SHALL BE AT LICENSEE'S OWN RISK AND COST.
6.5 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 or Online Services subject to the Esri Maintenance Program or Licensee's authorized distributor's
maintenance program,as applicable;or(iii)return of the license fees paid by Licensee for Software or Online Services that
do not meet Esri's limited warranty,provided that Licensee uninstalls,removes,and destroys all copies of Software or
Documentation;ceases using Online Services;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,ITS AUTHORIZED DISTRIBUTOR,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 ANY INDIRECT,SPECIAL,INCIDENTAL,OR CONSEQUENTIAL DAMAGES ARISING
OUT OF OR RELATED TO THIS LICENSE AGREEMENT OR USE OF PRODUCTS,HOWEVER CAUSED ON ANY
THEORY OF LIABILITY,WHETHER OR NOT ESRI,ITS AUTHORIZED DISTRIBUTOR,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.EXCEPT AS PROVIDED IN ARTICLE 8—INFRINGEMENT INDEMNITY,THE
TOTAL CUMULATIVE LIABILITY OF ESRI AND ITS AUTHORIZED DISTRIBUTOR 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 THE PRODUCTS THAT GIVE RISE TO THE
CAUSE OF ACTION.
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 Products or any other product or service
delivered by Esri or its authorized distributor.The parties agree that Esri or its authorized distributor 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
fi
E204 Page 4 of 7 04/26/2013
LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED
REMEDY.
THE FOREGOING WARRANTIES,LIMITATIONS,AND EXCLUSIONS MAY NOT BE VALID IN SOME
JURISDICTIONS AND APPLY ONLY TO THE EXTENT PERMITTED BY APPLICABLE LAW IN LICENSEE'S
JURISDICTION.LICENSEE MAY HAVE ADDITIONAL RIGHTS UNDER LAW THAT MAY NOT BE WAIVED OR
DISCLAIMED.ESRI DOES NOT SEEK TO LIMIT LICENSEE'S WARRANTY OR REMEDIES TO ANY EXTENT
NOT PERMITTED BY LAW.
ARTICLE 8—INFRINGEMENT INDEMNITY
8.1 Esri shall defend,indemnify,and hold Licensee harmless from and against any loss,liability,cost,or expense,including
reasonable attorneys'fees,that Licensee incurs as a result of any claims,actions,or demands by a third party alleging that
Licensee's licensed use of Software or Online Services infringe a US patent,copyright,or trademark,provided
a. Licensee promptly notifies Esri in writing of the claim;
b. Licensee provides documents describing the allegations of infringement;
c. Esri has sole control of the defense of any action and negotiation related to the defense or settlement of any claim;
and
d. Licensee reasonably cooperates in the defense of the claim at Esri's request and expense.
8.2 If Software or Online Services are found to infringe a US patent,copyright,or trademark,Esri,at its own expense,may
either(i)obtain rights for Licensee to continue using the Software or Online Services or(ii)modify the allegedly infringing
elements of Software or Online Services while maintaining substantially similar functionality.If neither alternative is
commercially reasonable,the license shall terminate,and Licensee shall cease accessing infringing Online Services and shall
uninstall and return to Esri or its authorized distributor any infringing item(s).Esri's entire liability shall then be to indemnify
Licensee pursuant to Section 8.1 and(i)refund the Perpetual License fees paid by Licensee to Esri or its authorized
distributor for the infringing items,prorated on a five(5)-year,straight-line depreciation basis beginning from the initial date
of delivery,and(ii)for Term Licenses and maintenance,refund the unused portion of the fees paid.
8.3 Esri shall have no obligation to defend Licensee or to pay any resultant costs,damages,or attorneys'fees for any claims
or demands alleging direct or contributory infringement to the extent arising out of(i)the combination or integration of
Software or Online Services with a product,process,or system not supplied by Esri or specified by Esri in its
Documentation;(ii)material alteration of Software or Online Services by anyone other than Esri or its subcontractors;or
(iii)use of Software or Online Services after modifications have been provided by Esri for avoiding infringement or use after
a return is ordered by Esri under Section 8.2.
8.4 THE FOREGOING STATES THE ENTIRE OBLIGATION OF ESRI AND ITS AUTHORIZED DISTRIBUTOR WITH
RESPECT TO INFRINGEMENT OR ALLEGATION OF INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS
OF ANY THIRD PARTY.
ARTICLE 9—GENERAL PROVISIONS
9.1 Future Updates.Use of Products licensed under this License Agreement is covered by the terms and conditions
contained herein.New or updated Products may require additional or revised terms of use under the then-current Esri License
Agreement.Esri will make new or revised terms of use available at http://www.esri.com/legal/software-license or provide
notice of new or revised terms to Licensee.
9.2 Export Control Regulations.Licensee expressly acknowledges and agrees that Licensee shall not export,reexport,
import,transfer,or release Products,in whole or in part,to(i)any US embargoed country;(ii)any person on the US Treasury
Department's list of Specially Designated Nationals;(iii)any person or entity on the US Commerce Department's Denied
Persons List,Entity List,or Unverified List;or(iv)any person or entity or into any country where such export,reexport,or
import violates any US,local,or other applicable import/export control laws or regulations including,but not limited to the
terms of any import/export license or license exemption and any amendments and supplemental additions to those
import/export laws as they may occur from time to time.
E204 Page 5 of 7 04/26/2013
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 Licensee's
obligations under this License Agreement without Esri's and its authorized distributor's prior written consent,and any attempt
to do so without consent shall be void.This License Agreement shall be binding on the respective successors and assigns of
the parties to this License Agreement.Notwithstanding,a government contractor under contract to the government to deliver
Products may assign this License Agreement and Products acquired for delivery 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 or its authorized distributor 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 proving injury as a condition for relief.
9.9 US Government Licensee.The Products are commercial items,developed at private expense,provided to Licensee
under this License Agreement.If Licensee is a US government entity or US government contractor,Esri licenses Products to
Licensee in accordance with this License Agreement under FAR Subparts 12.211/12.212 or DFARS Subpart 227.7202.Esri
Data and Online Services are licensed under the same DFARS Subpart 227.7202 policy as commercial computer software for
acquisitions made under DFARS.The commercial license rights in this License Agreement strictly govern Licensee's use,
reproduction,or disclosure of Products.Licensee may transfer Software to any licensed government procuring agency facility
to which computer(s)on which Software is installed are transferred.If any court,arbitrator,or board holds that Licensee has
greater rights to any portion of Products under applicable public procurement law,such rights shall extend only to the
portions affected.
9.10 Governing Law,Arbitration.This License Agreement shall be governed by and construed in accordance with the laws
of the State of California without reference to conflict of laws principles,except that US federal law shall govern in matters
of intellectual property.This License Agreement shall not be governed by the United Nations Convention on Contracts for
the International Sale of Goods,the application of which is expressly excluded.
9.11 Maintenance.Maintenance for qualifying Products consists of updates and other benefits,such as access to technical
support,specified in Esri's or its distributor's current applicable maintenance policy.
9.12 Feedback.Esri may freely use any feedback,suggestions,or requests for Product improvements that Licensee provides
to Esri.
9.13 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.
9.14 Entire Agreement.This License Agreement,including its incorporated documents,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 conflicting terms set forth
E204 Page 6 of 7 04!26/2013
in any purchase orders,invoices,or other standard form documents exchanged during the ordering process,other than
product descriptions,quantities,pricing,and delivery instructions,are void and of no effect.Any modification(s)or
amendment(s)to this License Agreement must be in writing and signed by each party.
E204 Page 7 of 7 04/26/2013
EXHIBIT 1
r. n° SCOPE OF USE
#,.
(E300 12/07/2012)
Esri,380 New York St.,Redlands,CA 92373-8100 USA•TEL 909-793-2853•FAX 909-793-5953
ADDENDUM 1
SOFTWARE TERMS OF USE
(E300-1)
This Software Terms of Use Addendum("Addendum 1")sets forth the terms of Licensee's use of Software and includes the
Licensee's existing master license agreement,if any,or the License Agreement found at http://www.esri.com/legal/software-
license(as applicable,the"License Agreement"),which is incorporated by reference.This Addendum 1 takes precedence
over conflicting terms of the License Agreement.
SECTION 1—DEFINITIONS
Software may be offered under the following license types as set forth in the applicable sales quotation,purchase order,or
other document identifying the Products that Licensee orders:
1. "Concurrent Use License"means a license to 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,including the
right to run passive failover instances of Concurrent Use License software in a separate operating system
environment for temporary failover support.
2. "Deployment Server License"means a license that,in addition to providing Staging Server License rights,
authorizes Licensee to install and use the Software or Data to provide services to multiple users on the same or other
computer(s).
3. "Development Server License"means a license that authorizes Licensee to 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. "Single Use License"means a license that allows Licensee to 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.Licensee may permit the single authorized end user to install a second copy for end user's
exclusive use on a second computer as long as only one(1)copy of Product is in use at any time.No other end user
may use Product under the same license at the same time for any other purpose.
5. "Staging Server License"means a license that,in addition to providing Development Server License rights,enables
Licensee to 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.
6. "Term License"means a license or access provided for use of a Product for a limited time period("Term")or on a
subscription or transaction basis.
E300 Page 1 of 16 12/07/2012
SECTION 2-TERMS OF USE FOR SPECIFIC SOFTWARE
Unless otherwise noted in the applicable Ordering Document,extensions to Software follow the same scope of use as that
granted for the corresponding Software.Specific Software is subject to the terms of use set forth in the notes referenced
below:
Desktop • Esri Business Analyst Server
• Address Coder(22;Addendum 2,Note 7) - Workgroup(8;9;28;29;30;31;39;Addendum 2,
• ArcExplorer-Java and Windows Editions(20; Note 1;Addendum 2,Note 4)
Addendum 2,Note 1) - Enterprise(8;9;27;31;39;Addendum 2,Note 1;
• ArcGIS for Desktop(Advanced,Standard,or Basic) Addendum 2,Note 4)
(26;Addendum 2,Note 1;Addendum 2,Note 6) • Portal for AreGIS(31;61;62;Addendum 2,Note 1)
• AreGIS Explorer Desktop(20;Addendum 2,Note 1) • Esri Tracking Server(31)
• ArcGIS for AutoCAD(20) • Esri Maps for IBM Cognos(53)
• ArcLogistics • Esri Maps for SharePoint(Addendum 2,Note 1)
- Desktop(Addendum 2.Note 1;Addendum 2,
Note 2) Developer Tools
- Using ArcGIS Online(20;46;Addendum 2, • ArcGIS Runtime SDK for iOS,Windows Phone,
Note 1) Windows Mobile,or Android(16;Addendum 2,
- Using ArcGIS for Server(20;46;Addendum 2, Note 1)
Noe 1) • AreGIS Engine Developer Kit and Extensions(16,22,
- Navigator(46;Addendum 2,Note 1;Addendum 2, 26)
Note 2) • ArcGIS Engine for Windows/Linux and Extensions
• ArcPad(12; 13;Addendum 2,Note 1;Addendum 2. (15;22;26;Addendum 2,Note l;Addendum 2,
Note 2) Note 6)
• ArcReader(20;Addendum 2,Note I) • ArcGIS for Windows Mobile Deployments(15;54;
• ArcView 3.x and Extensions(17) Addendum 2.Note 1)
• Esri Business Analyst(Addendum 2,Note 1; • ArcGIS Runtime(18;59;Addendum 2,Note 1)
Addendum 2,Note 4) • ArcGIS Runtime SDK(16;60;Addendum 2,Note 1)
• Esri Maps for Office(Addendum 2,Note 1) • ArcGIS Web Mapping(including ArcGIS API for
• Sourcebook•America(20;Addendum 2,Note 8) JavaScript/HTMLS,AreGIS API for Flex,ArcGIS
• ArcGIS for Windows Mobile(15;54;Addendum 2, API for Microsoft Silverlight,ArcGIS API for WPF)
Note 1) (15; 16;64;66;Addendum 2,Note I)
• ArcGIS for iOS;ArcGIS for Windows Phone;AreGIS • Esri Business Analyst Server Developer
for Android(Addendum 2,Note 1) Addendum 2,Note 1;Addendum 2.Note 4)
• Esri Developer Network(EDN)Software,Online
Server Services,and Data(24;26;Addendum 2,Note 1;
• ArcGIS for Server Addendum 2.Note 6)
- Workgroup(8;9;28;29;30;32;38;39; • Esri File Geodatabase API(47)
Addendum 1 Note 1;Addendum 2,Note 6)
- Enterprise(8;9;27;31;38;39;Addendum 2, Bundled Products
Note 1;Addendum 2,Note 6) • ArcGIS for Transportation Analytics(1;Addendum 2,
- Cloud Bundle(10;Addendum 3-Common Note 2;Addendum 2,Note 11)
Terms)
• ArcGIS for Server Extensions
- ArcGIS for INSPIRE(8;Addendum 2,Note I)
Notes
1. Licensee may use the Software,Data,and Online Services included in ArcGIS for Transportation Analytics solely
for direct support of fleet operations.No other use of ArcGIS for Transportation Analytics or the individual
components that are part of ArcGIS for Transportation Analytics is permitted.This restriction does not apply to the
ArcGIS Online Organization Account included with ArcGIS for Transportation Analytics.The ArcGIS Online
Organization Account can be used for any purpose subject to the terms of this License Agreement.
2-7. Reserved.
8. The administration tools for the Software may be copied and redistributed throughout Licensee's organization.
E300 Page 2 of 16 12/07/2012
9. User-developed ArcGIS for Server administration tools may be copied throughout Licensee's organization,but the
ArcCatalog application(found in ArcGIS for Desktop)may not be copied.
10. Licensee will provide information or other materials related to its content(including copies of any client-side
applications)as reasonably requested to verify Licensee's compliance with this License Agreement.Esri may
monitor the external interfaces(e.g.,ports)of Licensee's content to verify Licensee's compliance with this License
Agreement.Licensee will not block or interfere with such monitoring,but Licensee may use encryption
technology or firewalls to help keep its content confidential.Licensee will reasonably cooperate with Esri to identify
the source of any problem with the Cloud Bundle services that may reasonably be attributed to Licensee's content or
any end-user materials that Licensee controls.
11. Reserved.
12. Software is licensed for navigational use only 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. Reserved.
15. Licensed as a Deployment License.Deployment Licenses for Internet application(s)may be subject to payment of
additional license fees.
16. Licensee may deliver applications to Licensee's sublicensee(s)provided Licensee uses a sublicense agreement that
protects Esri's rights in Esri's Software,Data,Online Services,and Documentation to the same extent as the License
Agreement including,but not limited to,the following terms:
a. Sublicensee may not reverse engineer,decompile,or disassemble the Esri Software,Data,Online Services,
or Documentation,except to the extent permitted by applicable law;copy for commercial use;or transfer or
assign its rights under the license grant;
b. Sublicensee may not use any Esri Software,Data,Online 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.
Applications may be subject to deployment fees owed to Esri.Contact Esri or Licensee's distributor for details.
17. Licensee may use Business Objects Crystal Reports software only with the Arc View 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. Licensed as a Deployment License.The Deployment License is per application per computer.Deployment Licenses
may not be used for Internet or server deployment.Deployment Licenses for desktop application(s)may be subject
to payment of additional license fees.
19. Reserved.
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 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. Reserved.
22. a. ArcGIS Engine for Windows/Linux licenses shall not be used for Internet and server development and
deployment;
b. An end user must license either ArcGIS Engine for Windows/Linux Software or other ArcGIS for Desktop
Software(Basic,Standard,or Advanced)to obtain the right to run an ArcGIS Engine application on
one(I)computer;and
c. The ArcGIS Engine for Windows/Linux extensions shall not be used in combination with ArcGIS for 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. Reserved.
E300 Page 3 of 16 12/07/2012
24. EDN Software may be used only 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.ArcGIS Online subscriptions included with EDN Advanced may be used as permitted by the Terms
of Use in Addendum 3,Online Services Addendum.
25. Reserved.
26. An ArcSDE Personal Edition geodatabase is restricted to ten(10)gigabytes of Licensee's data.
27. ArcGIS for Server Web ADF Runtime Software may not be deployed independently of Licensee's ArcGIS for
Server Enterprise configuration.
28. Use is limited to ten(10)concurrent end users of applications other than ArcGIS for Server applications.This
restriction includes use of ArcGIS for Desktop Software,ArcGIS Engine Software,and third-party applications that
connect directly to any ArcGIS for Server geodatabase.There are no limitations on the number of connections from
web applications.
29. Software can only be used with a supported version of SQL Server Express.Supported versions are listed with the
system requirements for the product on the Esri website.
30. Use is restricted to a maximum of ten(10)gigabytes of Licensee's data.
31. Licensee may have redundant Esri Server Software installation(s)for failover operations,but the redundant Software
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. Redundant Software installation for failover operations is not permitted.
33-37. Reserved.
38. The ArcGIS 3D Analyst for Server extension included with ArcGIS for Server Standard(Workgroup or Enterprise)
may be used only for generating globe data cache(s)or publishing a globe document as an ArcGIS Globe Service.
No other use of the ArcGIS 3D Analyst for Server extension Software is permitted with ArcGIS for Server Standard.
39. Any editing functionality included with ArcGIS for Server is not permitted for use with ArcGIS for Server Basic
(Workgroup or Enterprise).
40-45. Reserved.
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. Licensee may develop and distribute software or web applications that use Esri File Geodatabase API to Licensee's
end users.
48-52. Reserved.
53. This authorizes installation and use of a sufficient quantity of instances of ArcGIS for Server Enterprise Standard
solely for the purposes of integrated intercommunication between Esri ArcGIS for Server map services and IBM
Cognos data packages.No other use of Esri AreGIS for Server Enterprise Standard is permitted.
54. ArcGIS for Windows Mobile Deployments are licensed for use with ArcGIS for Server Enterprise(Advanced or
Standard),ArcGIS for Server Workgroup(Advanced),ArcGIS for Desktop(Advanced,Standard,Basic),and
ArcGIS Engine applications.
55-58. Reserved.
59. Licensee may develop an unlimited number of applications on a single computer and deliver the applications to end
users up to the number of ArcGIS Standard or Advanced Deployment Licenses that have been purchased.There is
no license fee or restriction on the number of ArcGIS Runtime Basic licenses deployed.
60. a. AreGIS Runtime SDK licenses shall not be used to develop Internet or server applications;
b. For ArcGIS Runtime Standard or Advanced:
(i) An end user must purchase a software application that includes an AreGIS Runtime license to obtain the
right to run an ArcGIS Runtime application on one(I)computer;and
(ii) Licensees building applications for their own internal use must purchase ArcGIS Runtime licenses for
every application Deployed that includes ArcGIS Runtime.
(iii)A single user may have multiple ArcGIS Runtime licensed applications installed on one(1)computer,but
each application is an independent Deployment of ArcGIS Runtime.
61. Oracle is a third-party beneficiary of Esri's rights under the License Agreement with respect to the Software but is
not a party hereto and assumes no obligations hereunder.
62. Esri and its licensors reserve the right to conduct an audit of Licensee's use of the Software.Licensee will provide
reasonable assistance and access to information regarding Licensee's use of the Software.Audit results may be
E300 Page 4 of 16 12/07/2012
reported to Esri's licensors.Fees for overdeployment or excess usage are payable within thirty(30)days of the
invoice date.
63. Reserved.
64. For web applications,Licensee may not use this Product independently of other Esri Product(s).
65. Reserved.
66. For desktop applications or SharePoint,each license is per organization.For the purposes of this license,
organization is equivalent to a principal registered unique domain identifier.Domain is the Internet domain name
registered with a domain name registrar.For instance,in example.com,example.com is the 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.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.
E300 Page 5 of 16 12/07/2012
ADDENDUM 2
DATA TERMS OF USE
(E300-2)
This Data Terms of Use Addendum("Addendum 2")sets forth the terms of Licensee's use of Data and includes Licensee's
existing master license agreement,if any,or the License Agreement found at http://www.esri.com/legal/software-license(as
applicable,the"License Agreement"),which is incorporated by reference.This Addendum 2 takes precedence over
conflicting terms of the License Agreement.Esri reserves the right to modify the Data terms of use referenced below at any
time.For Data licensed through a subscription,Licensee may cancel the subscription upon written notice to Esri or
discontinue use of the Data,as applicable.if Licensee continues to use the Data,Licensee will be deemed to have accepted
the modification.Data terms of use are set forth in the notes referenced below:
• ArcGIS Online Data(1) • Data Appliance for ArcGIS(3)
• StreetMap Premium for ArcGIS(2) • Business Analyst/Location Analytics Data(4, 10)
• StreetMap Premium for Windows Mobile(2) • Demographic,Consumer,and Business Data("Esri
• StreetMap Premium for ArcPad(2) Data")(5, 10)
• StreetMap Premium for ArcGIS for Transportation • Data and Maps for ArcGIS(6)
Analytics(2;Addendum 1,Note 1) • Address Coder Data(7, 10)
• NAVTEQ Traffic Data(11;Addendum 1,Note 1) • Sourcebook•America Data(8, 10)
• ArcLogistics Data(2) • MapStudio Data(9)
Notes
1. AreGIS Online Data: Software and Online Services that reference this note enable access to ArcGIS Online Data.
ArcGIS Online Data is provided for use solely in conjunction with Licensee's authorized use of Esri Software and Online
Services.Licensee may use Data accessed through AreGIS Online as permitted under the terms of the URLs referenced
below:
a. NAVTEQ data is subject to the terms of use at http://www.esri.com/--/media/Files/Pdfs/legal/pdfs/j9791-
navteq use data.pdf.
b. Tele Atlas/TomTom data is subject to the terms of use at
http://www.esri.com/--/media/Files/Pdfs/legal/pdfs/j9792-teleatlas use data.pdf.
c. Data from i-cubed is subject to the terms of use at http://www.esri.com/'—/media/Files/Pdfs/legal/pdfs/j9946-
icubed.pdf.
d. Microsoft Bing Maps data is subject to the terms of use at http://www.esri.com/--/media/Files/Pdfs/legal/pdfs/e-
802-bing-mapsvcs.pdf.
e. BODC bathymetry data is subject to the terms of use found at
https://www.bodc.ac.uk/data/ontine delivery/gebco/terms of use/.
2. StreetMap Premium for ArcGIS:StreetMap Premium for ArcGIS for Windows Mobile;StreetMap Premium for ArcPad;
StreetMap Premium for ArcGIS for Transportation Analytics;ArcLogistics Data:StreetMap Premium Data may be used
for mapping,geocoding,and single vehicle routing purposes but is not licensed for dynamic routing.For instance,
StreetMap Premium Data 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.StreetMap Premium Data may not be used to perform
synchronized routing of multiple vehicles.Data acquired for use with AreGIS for Desktop,ArcGIS for Server,ArcPad,
ArcGIS for Transportation Analytics,or ArcLogistics Software may only be used with the Product for which the Data
was acquired,and may not be used with any other Product.StreetMap for Windows Mobile Data is licensed for use
solely on mobile devices or in conjunction with ArcGIS for Mobile applications.Data may include data from either of
the following sources:
a. NAVTEQ data is subject to the terms of use at http://www.esri.com/--/media/Files/Pdfs/legal/vdfs/i9791-
navtea use data.pdf.NAVTEQ data,when licensed for use in StreetMap Premium for ArcGIS for
Transportation Analytics,permits tracking,multivehicle routing,and route optimization.
b. Tele Atlas/TomTom data is subject to the terms of use at
http://www.esri.com/—/media/Files/Pdfs/legal/pdfs/j9792-teleatlas use data.pdf.
E300 Page 6 of 16 12/07/2012
3. Data Appliance for ArcGIS:Data provided with Data Appliance is subject to the following additional terms of use:
a. Licensee may only use Data for North America with the North America collection of the Data Appliance for
ArcGIS.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.
b. NAVTEQ data is subject to the terms of use at http://www.esri.comh/media/Files/Pdfs/legal/pdfs/19791-
navteq use data.pdf.
c. Tele Atlas/TomTom data is subject to the terms of use at
http://www.esri.com/--/media/Files/pdfs/legal/pdfs/j9792-teleatlas yse data.pdf.
d. Data from i-cubed is subject to the terms of use at http://www.esri.com/--/media/Files/Pdfs/legal/pdfs/j9946-
icubedpdf
e. BODC bathymetry data is subject to the terms of use found at
https://www.bodc.ac.uk/data/online delivery/gebco/terms of use/.
4. Business Analyst Data;Location Analytics Data:Business Analyst Data is provided with Esri's Business Analyst
(Server,Desktop)or accessed through Business Analyst Online and Community Analyst.Location Analytics Data is
accessed through Business Analyst Online API,Community Analyst API,and Location Analytics API.The Data is
subject to the following additional terms of use:
a. The Data is provided for Licensee's internal business use solely in connection with Licensee's authorized use of
Software.Business Analyst Data is restricted for use only in conjunction with the respective Business Analyst
extension.Location Analytics Data is restricted for use only in conjunction with Business Analyst Online API,
Community Analyst API,and Location Analytics API.If Licensee orders a license for Esri Business Analyst or
Business Analyst(Canadian Edition),or for Business Analyst Online API,Community Analyst API,and
Location Analytics API,with a subset of the national dataset(i.e.,Region,State,Local),Licensee may use only
the licensed subset,not any other portion of the national dataset.
b. Licensee's use of Canadian Edition Data with Business Analyst(Server,Desktop),Business Analyst Online
API,Community Analyst API,or Location Analytics API is subject to the Use of Data Restrictions specific to
Esri Business Analyst(Canadian Edition)Data.
c. Infogroup data is subject to the following terms of use "Users"means end users of Esri Software.Any use of
the Infogroup database not expressly authorized in this License Agreement is strictly prohibited.Without
limiting the generality of the foregoing,Users are expressly prohibited from(i)cobranding or otherwise
providing the product or service on behalf of any third party;(ii)sublicensing or reselling the Infogroup
database;(iii)using or allowing third parties to use the Infogroup database for the purpose of compiling,
enhancing,verifying,supplementing,adding to or deleting from any mailing list,geographic or trade
directories,business directories,classified directories,classified advertising,or other compilation of
information that is sold,rented,published,furnished,or in any manner provided to a third party;(iv)using the
Infogroup database in any service or product not specifically authorized in this License Agreement or offering it
through any third party;(v)disassembling,decompiling,reverse engineering,modifying,or otherwise altering
the Infogroup database or any part thereof without Infogroup's prior written consent,such consent to be granted
or withheld at Infogroup's sole discretion;or(vi)using the Infogroup database for any direct marketing
purposes.
d. NAVTEQ data is subject to the terms of use at http://www.esri.com/--/media/Files/Pdfs/legal/pdfs/j9791-
navteg use data.pdf.
e. Tele Atlas/TomTom data is subject to the terms of use at
http://www.esri.com/--/media/Files/Pdfs/legal/pdfs/j9792-teleatlas use data.pdf.
5. Demographic, Consumer,and Business Data("Esri Data'):This Data category includes demographic,consumer,
business,and Tapestry Segmentation datasets.Subject to the terms of the License Agreement and this Addendum 2,
Licensee may use the Esri Data for any business purpose.
F300 Page 7 of 16 12/07/2012
3. Data Appliance for ArcGIS:Data provided with Data Appliance is subject to the following additional terms of use:
a. Licensee may only use Data for North America with the North America collection of the Data Appliance for
ArcGIS.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.
b. NAVTEQ data is subject to the terms of use at http://www.esri.com///media/Files/Pdfs/legal/vdfs/i9791-
navtea use data.pdf.
c. Tele Atlas/TomTom data is subject to the terms of use at
httn://www.esri.com/--/media/Files/Pdfs/legal/pdfs/j9792-teleatlas_use data.pdf.
d. Data from i-cubed is subject to the terms of use at http://www.esri.com/—'/media/Files/Pdfs/legal/pdfs/j9946-
icubed.pdf.
e. BODC bathymetry data is subject to the terms of use found at
https://www.bodc.ac.uk/data/online delivery/gebco/terms of use/.
4. Business Analyst Data;Location Analytics Data:Business Analyst Data is provided with Esri's Business Analyst
(Server,Desktop)or accessed through Business Analyst Online and Community Analyst.Location Analytics Data is
accessed through Business Analyst Online API,Community Analyst API,and Location Analytics API.The Data is
subject to the following additional terms of use:
a. The Data is provided for Licensee's internal business use solely in connection with Licensee's authorized use of
Software.Business Analyst Data is restricted for use only in conjunction with the respective Business Analyst
extension.Location Analytics Data is restricted for use only in conjunction with Business Analyst Online API,
Community Analyst API,and Location Analytics API.If Licensee orders a license for Esri Business Analyst or
Business Analyst(Canadian Edition),or for Business Analyst Online API,Community Analyst API,and
Location Analytics API,with a subset of the national dataset(i.e.,Region,State,Local),Licensee may use only
the licensed subset,not any other portion of the national dataset.
b. Licensee's use of Canadian Edition Data with Business Analyst(Server,Desktop),Business Analyst Online
API,Community Analyst API,or Location Analytics API is subject to the Use of Data Restrictions specific to
Esri Business Analyst(Canadian Edition)Data.
c. Infogroup data is subject to the following terms of use: "Users"means end users of Esri Software.Any use of
the Infogroup database not expressly authorized in this License Agreement is strictly prohibited.Without
limiting the generality of the foregoing,Users are expressly prohibited from(i)cobranding or otherwise
providing the product or service on behalf of any third party;(ii)sublicensing or reselling the Infogroup
database;(iii)using or allowing third parties to use the Infogroup database for the purpose of compiling,
enhancing,verifying,supplementing,adding to,or deleting from any mailing list,geographic or trade
directories,business directories,classified directories,classified advertising,or other compilation of
information that is sold,rented,published,furnished,or in any manner provided to a third party;(iv)using the
Infogroup database in any service or product not specifically authorized in this License Agreement or offering it
through any third party;(v)disassembling,decompiling,reverse engineering,modifying,or otherwise altering
the Infogroup database or any part thereof without Infogroup's prior written consent,such consent to be granted
or withheld at Infogroup's sole discretion;or(vi)using the Infogroup database for any direct marketing
purposes.
d. NAVTEQ data is subject to the terms of use at http://www.esri.com/—/media/Files/Pdfs/legal/pdfs/j9791-
navtea use data.pdf
e. Tele Atlas/TomTom data is subject to the terms of use at
http://www.esri.com/—'/media/Files/Pdfs/legal/pdfs/j9792-teleatlas use datapdf.
5. Demographic, Consumer,and Business Data("Esri Data'):This Data category includes demographic,consumer,
business,and Tapestry Segmentation datasets.Subject to the terms of the License Agreement and this Addendum 2,
Licensee may use the Esri Data for any business purpose.
E300 Page 7 of 16 12/07/2012
6. Data and Maps for ArcGIS:The Data is available to licensed users of ArcGIS for Desktop,AreGIS for Server,and
ArcGIS Online.Data and Maps for ArcGIS is provided for use solely in conjunction with authorized use of AreGIS for
Desktop,AreGIS for Server,and ArcGIS Online.
a. Licensee may redistribute the Data as described in the Redistribution Rights Matrix available at
http://www.esri.com/legal/redistribution-rights,in the Help system,or in supporting metadata files,subject to
the specific attribution descriptions and requirements for the dataset accessed.
b. StreetMap Data 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.
7. Address Coder Data:This Data is included with Address Coder and is provided for Licensee's internal business use
solely in connection with Licensee's authorized use of Address Coder.
8. Sourcebook•America Data This Data is included with Sourcebook•America and provided for Licensee's internal
business use solely in connection with Licensee's authorized use of Sourcebook•America.
9. MapStudio Data:Use of this Data is subject to the following terms and conditions:
a. NAVTEQ data is subject to the terms of use at http://www.esri.com/—/media/Files/Pdfs/legal/pdfs/j9791-
navteq_use data.pdf.
b. Tele Atlas/TomTom data is subject to the terms of use at
http://www.esri.com/—/media/Files/Pdfs/legal/pdfs/j9792-teleatlas use data.pdf
c. Data from i-cubed is subject to the terms of use at http://www.esri.com/—/media/Files/Pdfs/legal/pdfs/j9946-,
icubed.pdf.
d. Infogroup Data is subject to the following terms of use:"Users"means end users of Esri Software.Any use of
the Infogroup database not expressly authorized in this License Agreement is strictly prohibited.Without
limiting the generality of the foregoing,Users are expressly prohibited from(i)cobranding or otherwise
providing the product or service on behalf of any third party;(ii)sublicensing or reselling the Infogroup
database;(iii)using or allowing third parties to use the Infogroup database for the purpose of compiling,
enhancing,verifying,supplementing,adding to,or deleting from any mailing list,geographic or trade
directories,business directories,classified directories,classified advertising,or other compilation of
information that is sold,rented,published,furnished,or in any manner provided to a third party;(iv)using the
Infogroup database in any service or product not specifically authorized in this License Agreement or offering it
through any third party;(v)disassembling,decompiling,reverse engineering,modifying,or otherwise altering
the Infogroup database or any part thereof without Infogroup's prior written consent,such consent to be granted
or withheld at Infogroup's sole discretion;or(vi)using the Infogroup database for any direct marketing
purposes.
10. Licensee may include Data in hard-copy or read-only format("Outputs")in presentation packages,marketing studies,or
other reports or documents prepared for third parties.Licensee shall not resell or otherwise externally distribute Outputs
in stand-alone form.
11. ArcGIS for Transportation Analytics--NAVTEQ traffic data option:This online data service is available as an option for
use exclusively with ArcGIS for Transportation Analytics.Use of this data is subject to the following terms and
conditions:
a. NAVTEQ traffic data is subject to the terms of use at http://www.esri.com/—/media/Files/Pdfs/legal/pdfs/j9791
navteq use data.pdf.
b. No automatic routing or rerouting based on traffic conditions is permitted without the Navigation add-on.
c. NAVTEQ traffic data may not be archived and may be delivered only for end users'personal,near-term use,not
to exceed one(1)twenty-four(24)-hour period.
d. NAVTEQ traffic data may not be used to display or broadcast in any FM/AM/HD radio broadcast or television
broadcast or through any RDS delivery method.
e. NAVTEQ traffic data may not be used with or incorporated into any traffic system that provides voice traffic
reports to inbound callers.
f. NAVTEQ traffic data may not be used to develop or commercially make available a text-to-voice e-mail alert
or message or voice mail application using any portion of NAVTEQ traffic data.
E300 Page 8 of 16 12/07/2012
ADDENDUM 3
ONLINE SERVICES ADDENDUM
(E300-3)
This Online Services Addendum("Addendum 3")sets forth the terms of Licensee's use of Online Services and includes the
Licensee's existing master license agreement,if any,or the License Agreement found at http://www.esri.com/legal/software-
license(as applicable,the"License Agreement"),which is incorporated by reference.This Addendum 3 takes precedence
over conflicting terms of the License Agreement.Esri reserves the right to update the terms from time to time.Section I of
this Addendum 3 contains terms applicable to all Online Services;Section 2 contains common terms applicable to specific
Online Services.
SECTION 1—COMMON TERMS OF USE OF ONLINE SERVICES
ARTICLE 1—DEFINITIONS
In addition to the definitions provided in the License Agreement,the following definitions apply to this Addendum 3:
a. "Anonymous Users"means individuals that do not qualify as Named Users but have limited access to Online
Services.
b. "API"means application programming interface.
c. "ArcGIS Website"means http://www.arcgis.com and any related or successor websites.
d. "Content"means Data,images,photographs,animations,video,audio,text,maps,databases,data models,
spreadsheets,user interfaces,software applications,and Developer Tools.
e. "Developer Tools"means software development kits(SDKs),APis,software libraries,code samples,and other
resources.
f. "Named Users"means Licensee's employees;agents;consultants;contractors;or,for Education Plan accounts,
registered students;whom Licensee authorizes to access Online Services for Licensee's exclusive benefit through
Licensee's ArcG1S Online account,to which they are explicitly linked through unique,individual user names and
passwords.Named Users have access to features of Online Services that are not accessible to Anonymous Users.
Named Users'access to features of Online Services may be constrained by Named Users type as defined for specific
Online Services and as described in the applicable Ordering Document or other product documentation.
g. "Online Content"means Content hosted or provided by Esri as part of Online Services,including any Map Services,
Task Services,Image Services,and Developer Tools and excluding Content provided by third parties that Licensee
accesses through Online Services.
h. "Service Components"means each of the following:Online Services,Online Content,ArcGIS Website,Developer
Tools,Documentation,or related materials.
i. "Licensee's Content"means any Content that Licensee or Licensee's Named Users submit to Esri in connection with
Licensee's use of the Online Services,any results derived from the use of Licensee's Content with Online Services,
and any applications Licensee builds with Developer Tools and deploy with Online Services.Licensee's Content
excludes any feedback,suggestions,or requests for Product improvements that Licensee provides to Esri.
j. "Value-Added Application"means an application developed using the Developer Tools and Online Services as
enabled through Licensee's use of Online Services and that includes functions or features that do not expose native
Online Services directly to Licensee's end users.Licensee is prohibited from exposing native Online Service
capabilities substantially similar or equivalent to those provided to Licensee by Esri.
k. "Web Services"as used under Licensee's existing signed license agreement,if any,means Online Services and any
Content delivered by such Online Services.
ARTICLE 2—USE OF ONLINE SERVICES
2.1 License to Online Services.Esri grants Licensee a personal,nonexclusive,nontransferable,worldwide license to access
and use Online Services as set forth in the applicable Ordering Documents(i)for which the applicable license fees have been
paid(if required),(ii)for Licensee's own internal use by Licensee and Licensee's Named Users or Anonymous Users(if
applicable),and(iii)in accordance with this License Agreement and the licensed configuration on file as authorized by Esri.
E300 Page 9 of 16 12/07/2012
2.2 Provision of Subscription Online Services.For subscription Online Services,Esri will
a. Provide Online Services to Licensee in accordance with the Documentation;
b. Provide customer support in accordance with Esri's standard customer support policies and any additional support
Licensee may purchase;and
c. Use commercially reasonable efforts to ensure that Online Services will not transmit to Licensee any Malicious
Code,provided Esri is not responsible for Malicious Code that was introduced to Online Services through Licensee's
account or through third-party Content.
2.3 Licensee's Responsibilities.Licensee and Licensee's Named Users or Anonymous Users(if applicable)are the only
persons authorized to access Online Services through Licensee's accounts.Named Users'login credentials are for designated
Named Users only and may not be shared among multiple individuals.Named Users'login credentials may be reassigned to
new Named Users if the former users no longer require access to Online Services.Licensee and Licensee's Named Users are
responsible for maintaining the confidentiality of Authorization Codes,Access Codes,Named Users'login credentials,or any
other method that enables access to Online Services and for ensuring that unauthorized third parties do not access Licensee's
account.Licensee will immediately notify Esri if Licensee becomes aware of any unauthorized use of Licensee's account or
any other breach of security.
2.4 Prohibited Uses of the Online Services.In addition to the prohibited uses under the License Agreement,Licensee shall
not(i)attempt to gain unauthorized access to the Online Services or assist others to do so;(ii)use Online Services for
spamming,to transmit junk e-mail or offensive or defamatory material,or for stalking or making threats of physical harm;
(iii)use Online Services to store or transmit software viruses,worms,time bombs,Trojan horses,or any other computer
code,files,or programs designed to interrupt,destroy,or limit the functionality of any computer software,hardware,or
telecommunications equipment("Malicious Code");(iv)mirror,reformat,or display Online Services in an attempt to mirror
and/or make commercial use of Online Services except to the degree that Online Services directly enable such functionality;
(v)share the client-side data cache derived from Online Services with other licensed end users or third parties;(vi)distribute
the client-side data cache derived from Online Services to third parties;(vii)manually or systematically harvest information
and data contained within Online Services;(viii)use ArcGIS Online Map Services,Geocoding Services,or Routing Services
in connection with any products,systems,or applications installed or otherwise connected to or in communication with
vehicles capable of vehicle navigation,positioning,dispatch,real-time route guidance,fleet management,or similar
applications;or(ix)incorporate any portion of Online Services into a commercial product or service unless the commercial
product adds material functionality to Online Services.
2.5 Evaluations.Esri may provide licenses to use certain Services for Licensee's internal evaluation purposes.Such licenses
continue until the stated evaluation period expires or until Licensee purchases a subscription,whichever occurs first. IF
LICENSEE DOES NOT CONVERT LICENSEE'S EVALUATION LICENSE TO A SUBSCRIPTION PRIOR TO
EXPIRATION OF THE EVALUATION TERM,ANY CONTENT AND CUSTOMIZATIONS THAT LICENSEE
UPLOADED OR MADE DURING THE EVALUATION TERM WILL BE PERMANENTLY LOST.IF LICENSEE DOES
NOT WISH TO PURCHASE A SUBSCRIPTION,LICENSEE MUST EXPORT SUCH CONTENT BEFORE THE END
OF LICENSEE'S EVALUATION PERIOD.
2.6 Modifications of Online Services.Esri reserves the right to alter,modify,deprecate,or discontinue Online Services and
related APIs at any time.If reasonable under the circumstances,Esri will provide prior notice of any material alterations.Esri
will attempt to support any deprecated APIs for up to six(6)months,unless there are legal,financial,or technological
reasons not to support them.
2.7 Attributions.Licensee is not permitted to remove any Esri or its licensors'logos or other attribution associated with any
use of ArcGIS Online Services.
ARTICLE 3—TERM AND TERMINATION
The following supplements Article 5—Term and Termination of the License Agreement:
3.1 Term of Subscriptions.The term of any subscription will be provided in the Ordering Document under which it is
purchased or in the Online Services description referenced therein.
E300 Page 10 of 16 12/07/2012
3.2 Subscription Rate Changes.Monthly subscription rates may be increased upon thirty(30)days'notice.Esri may
increase rates for subscriptions with a term greater than one(I)month by notifying Licensee at least sixty(60)days prior to
expiration of the then-current subscription term.
3.3 Service Interruption.Licensee's access(including access on behalf of Licensee's customers)to and use of Online
Services may be temporarily unavailable,without prior notice,for any unanticipated or unscheduled downtime or
unavailability of all or any portion of Online Services,including system failure or other events beyond the reasonable control
of Esri or its affiliates.
3.4 Service Suspension.Esri and its affiliates shall be entitled,without any liability to Licensee,to suspend access to any
portion or all of Online Services at any time on a service-wide basis(a)if Licensee breaches the License Agreement,exceeds
Licensee's usage limits,and fails to purchase additional license capacity sufficient to support Licensee's continued use of
Online Services as described in Article 5 of this Addendum;(b)if there is reason to believe that Licensee's use of Online
Services will adversely affect the integrity,functionality,or usability of the Online Services or that Esri and its licensors may
incur liability by not suspending Licensee's account;(c)for scheduled downtime to conduct maintenance or make
modifications to Online Services;(d)in the event of a threat or attack on Online Services(including a denial-of-service
attack)or other event that may create a risk to the applicable part of Online Services;or(e)in the event that Esri or its
affiliates determine that Online Services(or portions thereof)are prohibited by law or otherwise that it is necessary or
prudent to do so for legal or regulatory reasons.If warranted under these circumstances,Licensee will be notified of any
Service Suspension beforehand and allowed reasonable opportunity to take remedial action.
3.5 Esri is not responsible for any damage,liabilities,losses(including any loss of data or profits),or any other consequences
that Licensee or any Licensee customer may incur as a result of any Service Interruption or Service Suspension.
ARTICLE 4—LICENSEE'S CONTENT,FEEDBACK
4.1 Licensee's Content.Licensee is solely responsible for the development,operation,and maintenance of Licensee's
Content and for all materials that appear on or in any of Licensee's Content.Licensee retains all right,title,and interest in
Licensee's Content.Licensee hereby grants Esri and its licensors a nonexclusive,nontransferable,worldwide right to host,
run,and reproduce Licensee's Content solely for the purpose of enabling Licensee's use of Online Services.Without
Licensee's permission,Esri will not access,use,or disclose Licensee's Content except as reasonably necessary to support
Licensee's use of Online Services,respond to Licensee's requests for customer support,or troubleshoot Licensee's account or
for any other purpose authorized by Licensee in writing.If Licensee accesses Online Services with an application provided
by a third party,Esri may disclose Licensee's Content to such third party as necessary to enable interoperation between the
application,Online Services,and Licensee's Content.Esri may disclose Licensee's Content if required to do so by law or
pursuant to the order of a court or other government body,in which case Esri will reasonably attempt to limit the scope of
disclosure.It is Licensee's sole responsibility to ensure that Licensee's Content is suitable for use with Online Services and
for maintaining regular offline backups using the Online Services export and download capabilities.
4.2 Removal of Licensee's Content.Licensee will provide information and/or other materials related to Licensee's Content
as reasonably requested by Esri to verify Licensee's compliance with this License Agreement.Esri may remove or delete any
portions of Licensee's Content if there is reason to believe that uploading it to,or using it with,Online Services violates this
License Agreement.If reasonable under these circumstances,Esri will notify Licensee before Licensee's Content is removed.
Esri will respond to any Digital Millennium Copyright Act take-down notices in accordance with Esri's Copyright Policy,
available at http://www.esri.com/legal/cimckpolicy.
4.3 Sharing Licensee's Content.Online Services and ArcGIS Website include publishing capabilities that allow Licensee to
make Licensee's Content available to third parties("Sharing Tools").Licensee hereby grants to any third parties with whom
Licensee elects to share Licensee's Content using such Sharing Tools the right and license to use store,cache,copy,
reproduce,(re)distribute,and(re)transmit Licensee's Content through Online Services subject to any terms of use and access
restrictions that Licensee provides with Licensee's Content.ESRI IS NOT RESPONSIBLE FOR ANY LOSS,DELETION,
MODIFICATION,OR DISCLOSURE OF LICENSEE'S CONTENT RESULTING FROM LICENSEE'S NAMED USERS'
MISUSE OF SUCH SHARING TOOLS OR ANY OTHER SERVICE COMPONENTS.LICENSEE'S USE OF SUCH
SHARING TOOLS IS AT LICENSEE'S SOLE RISK.
E300 Page 11 of 16 12/07/2012
4.4 Retrieving Licensee's Content upon Termination.Upon termination of the License Agreement or any trial,evaluation,
or subscription,Esri will make Licensees Content available to Licensee for download for a period of thirty(30)days unless
Licensee requests a shorter window of availability or Esri is legally prohibited from doing so.Thereafter,Licensee's righ to
access or use Licensees Content with Online Services will end,and Esri will have no further obligations to store or return
Licensee's Content.
ARTICLE 5—LIMITS ON USE OF ONLINE SERVICES;SERVICE CREDITS
Esri may establish limits on the Online Services available to Licensee.These limits may be controlled through Service
Credits. Service Credits are used to measure the consumption of A rcGIS Online services made available through Licensee's
account.The maximum Service Credits provided with Licensee's ArcGIS Online account will be addressed in the applicable
Ordering Document. Esri will notify Licensees account administrator when Licensees Service consumption reaches
approximately seventy-five percent(75%)of the Service Credits allocated to Licensee through Licensee's subscription.Esri
reserves the right to suspend Licensee's account when consumption reaches one hundred percent(100%)of the Service
Credits allocated to Licensee's subscription.Licensees access to the account will be restored immediately upon the
completion of Licensee's purchase transaction for additional Service Credits for the subscription account.
ARTICLE 6—ONLINE CONTENT;THIRD-PARTY CONTENT AND WEBSITES
6.1 Online Content.ArcGIS Online Data is included as a component of Online Services and is licensed under the terms of
the License Agreement.
6.2 Third-Party Content and Websites.Online Services and ArcGIS Website may reference or link to third-party websites
or enable Licensee to access,view,use,and download third-party Content.This Agreement does not address Licensee's use
of third-party Content,and Licensee may be required to agree to different or additional terms in order to use third-party
Content. Esri does not control these websites and is not responsible for their operation,content,or availability;Licensee's use
of any third-party websites and third-party Content is as is,without warranty,and at Licensee's sole risk.The presence of any
links o,references iu Online Services to third-party wohoitco and resources does not imply mn endorsement,xffi|iatiou,nr
sponsorship of any kind.
ARTICLE 7—LICENSEE'S WARRANTIES
Licensee warrants that Licensee's Content or use of Online Services with a product,process,or system not supplied by Esri or
specified by Esri in its Documentation will not(i)infringe or misappropriate any third-party intellectual property rights or
proprietary rights,(ii)violate any third party's privacy rights or any applicable law,or(iii)contain or transmit to a third party
any Malicious Code.Except as prohibited by applicable law,Licensee agrees to defend,indemnify,and hold harmless Esri
from and against any claim,action,liability,or demand arising out of a breach of the foregoing warranties.
c300 ND:/zw1+ 12107/2 012
SECTION 2—TERMS OF USE FOR SPECIFIC ONLINE SERVICES
Specific Online Services are subject to the terms of use set forth in the notes referenced below:
• ArcGIS Online(1;2;Addendum 2,Note 1; • Community Analyst(3;Addendum 2,Note 1;
Addendum 2,Note 6) Addendum 2.Note 4)
• Business Analyst Online(3;Addendum 2,Note 1; • Esri Community Analyst API for Adobe Flex,
Addendum 2,Note 4) Microsoft Silverlight,SOAP,and REST(5;
• Business Analyst Online Mobile(3;Addendum 1 Addendum 2.Note 1;Addendum 2,Note 4)
Note 1;Addendum 2,Note 4) • Esri Location Analytics API for Adobe Flex,
• Esri Business Analyst Online API for Adobe Flex, Microsoft Silverlight,SOAP,and REST(5;
Microsoft Silverlight,SOAP,and REST(5; Addendum 2.Note I;Addendum 2.Note 4)
Addendum 2.Note 1;Addendum 2,Note 4) • Redistricting Online(2;Addendum 2,Note 1)
• MapStudio(2a;4;Addendum 2,Note 1;Addendum 2,
Note 9)
Notes
1. In addition to the common terms of use of Online Services:
a. Licensee may use Licensee's ArcGIS Online account to build a Value-Added Application(s)using the ArcGIS
Online Development Tools and Services enabled through Licensee's ArcGIS Online Plan account for Licensee's
internal use.
b. Licensee may also provide access to Licensee's Value-Added Application(s)to third parties,subject to the following
terms:
i. Licensee may allow Anonymous Users to access Licensee's Value-Added Application(s).
ii. Licensee shall not add third parties as Named Users to Licensee's ArcGIS Online account for the purpose of
allowing third parties to access Licensee's Value-Added Application(s).This restriction does not apply to
third parties included within the definition of Named Users.
iii. Licensee shall not provide a third party with access to ArcGIS Online Services enabled through Licensee's
ArcGIS Online account other than through Licensee's Value-Added Application(s).This restriction does
not apply to third parties included within the definition of Named Users.
iv. Licensee is responsible for any fees accrued through the use of Licensee's ArcGIS Online account by third
parties accessing Licensee's Value-Added Application(s).This includes Service Credits required to support
third-party Online Services usage and any additional subscription fees for Online Services as required.
v. Licensee is solely responsible for providing technical support for Licensee's Value-Added Application(s).
vi. Licensee will restrict third-party use of Online Services as required by the terms of this Agreement.
c. For ArcGIS Online ELA and Organization Plan accounts:
i. Licensee is also permitted to:
(1) Charge an additional fee to third parties to access Licensee's Value-Added Application(s),subject to the
terms of this License Agreement;or
(2) Transfer Licensee's Value-Added Application(s)to a third party's ArcGIS Online account,subject to the
following:
(a) Licensee may charge third parties a fee for Licensee's Value-Added Application(s).
(b) Licensee is not obligated to provide technical support for the third party's general use of its ArcGIS
Online account not related to Licensee's Value-Added Application(s).
(c) Licensee is not responsible for any fees accrued through the third party's use of Licensee's Value-
Added Application(s)that have been transferred to or implemented on the third party's ArcGIS Online
account.
E300 Page 13 of 16 12/07/2012
(d) Licensee is not permitted to invite licensees of an AreGIS Online Public Plan to participate in private
groups.This restriction also applies to licensees of Education Plan accounts and NPO/NGO Plan
accounts.
d. For ArcGIS Online Public Plan accounts,Education Plan accounts,and NPO/NGO use of ArcGIS Online
Organization accounts:Licensee is not permitted to charge an additional fee to third parties to access Licensee's
Value-Added Application(s)or generate more than incidental advertising revenue as a consequence of the
deployment or use of the Value-Added Application(s).Charging a fee to access Licensee's Value-Added
Application(s)or generating more than incidental advertising revenue requires an ArcGIS Online ELA or
Organization Plan account.
e. ArcGIS Online Public Plan accounts:
i. Public Plan accounts are licensed for the personal use of an individual.Any use of Public Plan accounts by an
individual for the benefit of a for-profit business or a government agency is prohibited.
• This restriction does not apply to educational institutions when used for teaching purposes only,qualified
NGO/NPO organizations,and press or media organizations.Individuals affiliated with these specific types
of organization are permitted to use ArcGIS Online Public Plan accounts for the benefit of their affiliated
organization(s).
ii. Public Plan account licensees are not permitted to create private groups or participate in any private group
created by licensees of ArcGIS Online Organization,Education,NGO/NPO,or ELA Plans.
f. Licensee is not permitted to be the licensee of an AreGIS Online account for or on behalf of a third party.
• This restriction does not apply to education institutions that are permitted to license ArcGIS Online Public
Plan accounts on behalf of registered students of the education institution for teaching purposes only.
Education institutions are also permitted to provide access to a single ArcGIS Online Public Plan account
to more than one(1)registered student when used for teaching purposes only.
g. The terms"Online ELA account,""Organization Plan account,""Public Plan account,"and"Education Plan"
account refer to different types of AreGIS Online accounts.
2. Terms of Use for ArcGIS Online Content and Task Services:
a. The following ArcGIS Online Content and Task Services are not subject to AreGIS Online Organization Plan fee-
based Service Credit consumption usage.There is no tee(unless otherwise noted)to use these services up to the
predefined maximum usage limits shown below.Use of these services beyond the predefined usage limits requires
an additional fee.These services may be used only in conjunction with ArcGIS Software or an ArcGIS Online
account.
i. Map Services,Imagery Services,and Geometry Services:Licensee may put these services to any use consistent
with these terms of use,subject to an aggregate limit of fifty million(50,000,000)transactions during any
twelve(12)-month period. "Transaction"is defined in the Documentation at the ArcGIS Online Content
resource center at http://links.esri.com/agol/transactiondef.
ii. Standard Task Services(available at http:I/tasks.arcgisonline.com):Licensee may put these services to any use
consistent with these terms of use,subject to the following:
• Standard Geocoding Services:Licensee may use these services for search capabilities only,and results
may not be stored for later use.Whenever results are stored for later use,a subscription is required.
• Standard Routing Services: Licensee is subject to a limit of five thousand(5,000)routing requests(as
defined in the Documentation)during any twelve(12)-month period.
i
iii. Subscription Task Services(available at http://premiumtasks.arcgisonline.com):Upon Licensee's payment to
Esri of the applicable fee(s),Licensee may put these services to any use consistent with these terms of use.
Licensee may store results for later use
E300 Page 14 of 16 12/07/2012
iv. Sample Services:Licensee may use these services for internal evaluation and development purposes only.All
licenses for ArcGIS Online Services are subject to these terms of use and any additional restrictions or
requirements identified in the Documentation.
The following ArcGIS Online Service is subject to ArcGIS Online Organization Plan fee-based Service Credit
consumption usage:
ArcGIS Online World Geocoding Service(available at http://ereocode.arcgis.com):Licensee may use this service for
search capabilities at no cost,but results may not be stored for later use.Upon Licensee's payment for an ArcGIS
Online subscription or Service Credits,Licensee may batch geocode and store results for later use.
3. Licensee may not display or post any combination of more than one hundred(100)Esri Business Analyst Online or
Community Analyst Reports and maps on Licensee's external websites.
4. Licensee may create,publicly display,and distribute maps in hard copy and static electronic format for news-reporting
purposes,subject to any restrictions for ArcGIS Online Data set forth in Addendum 2,Note 1.
5. Licensee may develop software or web applications that use Business Analyst Online API,Community Analyst API,or
Location Analytics API to access,query,create,display,and redistribute Reports and resultant static,electronic maps to
end user(s)of Licensee's software or web applications.If Licensee has an anonymous user subscription,Licensee may
provide access to Licensee's Value-Added Application(s)to anonymous end users,limited to the number of Reports
Licensee has paid for.End user(s)of Licensee's software or web applications may use Reports and maps for internal
purposes only and not for further redistribution."Report(s)"means any formatted output created by the Business Analyst
Online API,Community Analyst API,or Location Analytics API Products,which includes PDF,CSV,Excel,HTML,
and XML formats.Licensee shall not redistribute any Data in vector formats.Licensee and Licensee's end users are
prohibited from using Reports or other output generated by Business Analyst Online API,Community Analyst API,or
Location Analytics API as a substitute for Business Analyst Online API,Community Analyst API,or Location Analytics
API,including,but not limited to,(i)combining and including such output in one or more files or databases and
(ii)making such output available through a multiuser computer application.For clarity,end users may save Reports
locally for their own internal use.For publicly facing applications developed with Business Analyst Online API
(Canadian Edition),Reports and Data may be produced or exported in static formats only(e.g.,JPEG,PDF);Licensee
must ensure that Licensee's application does not allow Canadian Edition Reports to be exported as CSV,XML,HTML,
or XLS files or in any other format that readily enables extraction or manipulation of the file's contents.Licensee is
solely responsible for providing technical support for Licensee's Value-Added Application(s).
sa
E300 Page 15 of 16 12/07/2012
2013-191
•
(„.‘ esn. ENTERPRISE LICENSE AGREEMENT
(E119G 06/2009)
Esri,380 New York SL,Redlands.CA 92373-8100 USA•TEL 909-793-2853•FAX 909-793-5953
Agreement No.2013ELA901
This Enterprise License Agreement including the documents listed below(collectively,"Agreement"or"ELA")is between
City of San Bernardino("City")and Environmental Systems Research Institute,Inc.("Esri"),and is effective as of
July 22,2013("Effective Date").This Agreement provides for the licensing and deployment of Esri's Enterprise License
Software(defined under Article 1),delivery of ELA maintenance,and provision of Esri International User Conference
registrations and any additional services as specified herein.Only Term Licenses(defined under Article 1)concurrent with
the term of this ELA are granted for all Enterprise License Software
This Agreement is comprised of the following documents which are incorporated herein by reference:
1. Enterprise License Agreement signature page(s),E119
2. Enterprise License Terms and Conditions,E512GM, including;
• Appendix A,Software and Deployment Schedule
• Appendix B,Enterprise License Fee Schedule
• Appendix C,City Annual Deployment Report
• Appendix D,ELA Points of Contact
• Appendix E,Tier I Help Desk Authorized Individuals
3. License Agreement—Agreement No.2013MLA901
• General License Terms and Conditions,E204
• Esri Exhibit 1,Scope of Use,E300
Note:Licensee is defined on first page of item 2 above.
The parties acknowledge that they have read and understand this Agreement and agree to be bound by the terms and
conditions contained herein.
This Agreement constitutes the sole and entire agreement of the parties as to the subject matter set forth herein and
supersedes any previous agreements,proposals,presentations,understandings,and arrangements between the parties relating
to such subject matter.Any modifications or amendments to this Agreement must be in writing and signed by an authorized
representative of each party.
ACCEPTED AND AGREED:
ENVIRO 'ME STE '
CITY OF SAN BERNARDINO RESE• •CH • ,1 C. ,I
(City) (Esri ri
By By /�....+R rL ,/ 2
Auth•l -s Signature •ut orized gn. e
Printed Name: �k „„A
' Printed Name: CHRIS JOHNSON
CTS
Title: C—. \v (N � -c r ^ Title:
Date: -7 - 3.. ( Date: V 4)Li 5, to i 3
APPROVED AS TO FORM:
James F. enman, City Attorney
By: JI � -�✓w
E1190 Page 1 of 1 06/2009
2013-191
•
esri. ENTERPRISE LICENSE TERMS AND CONDITIONS
Esrl,380 New York St,Redlands,CA 92373-8100 USA•TEL 909-793-2853•FAX 909-793-5953
ARTICLE 1--DEFINITIONS
All definitions in other parts of the ELA will have the same meaning in this Enterprise License Teens and Conditions.In
addition,the following definitions apply to the ELA:
• "Deploy," 'Deployment,"or"Deployed"means to redistribute,or the redistribution of the Enterprise License
Software(and its related keycodes/registration files),or its having been redistributed,by City,during the term of this
ELA for installation and use by Licensee.
"ELA Fee"means the fee set forth in Appendix B,ELA Fee Schedule.
• "ELA Maintenance"means Tier 2 Support,updates,and patches provided by Esri for Enterprise License Software.
• "Enterprise License Software"means the Software(which includes Data,Online Services,and Documentation
provided with the particular item as separately licensed)identified in Table A-I and Table A-2 of Appendix A,
Software and Deployment Schedule,Enterprise License Software does not include unit-priced item(s)or Esri
technology that may be embedded in third-party products purchased by Licensee.
• "Incident"means a failure of the Software to operate according to the Documentation where such failure
substantially impacts operational or functional performance.
• "License Agreement"means the Esri contract 2013MLA901 comprised of General License Terms and Conditions
(E204)and Exhibit 1,Scope of Use(E300),referenced on the signature page of this ELA.
• "Licensee"means City of San Bernardino.For avoidance of doubt,the definition of Licensee will not include
consultants or contractors.
• "Rolled-In Software"means Software of the same type as Enterprise License Software that Licensee acquired for
use prior to the Effective Date
• "Technical Support"means a process to attempt to resolve reported Incidents through error correction,patches,hot
fixes,and workarounds;replacement deliveries;or any other type of Software,Data,or Documentation corrections
or modifications specified in the most current applicable Esri US Software Maintenance Program.
• "Term License"means licenses provided for use in a limited time period or on a subscription or transaction basis
• "Tier 1 Help Desk"means City point of contact from which all Tier I Support will be given to Licensee.
• "Tier I Support"means the Technical Support provided by the Tier l Help Desk as the primary contact to Licensee
in its attempted.resolution of reported Incidents.
• "Tier 2 Support"means the Technical Support provided by Esri to the Tier 1 Help Desk when the Incident cannot be
resolved through Tier I Support.
ARTICLE 2—GRANT OF LICENSE
2.1 Grant of License.All licenses granted pursuant to this Agreement are Term Licenses available for use only during the
term of this ELA.Licensee's use of the Enterprise License Software is subject to the License Agreement and any additional
terms set forth in this Article 2 and in Article 3 below.
2.2 Beta License.Beta licenses are not available under this ELA as Enterprise License Software.Beta Software,Beta Data,
and Beta Online Services,if requested and provided,wilt be licensed separately and individually under the terms of the
License Agreement(see Beta License in Section 3.2 of the General License Terms and Conditions—E204)only.No other
benefits,grants,or rights provided in this ELA shall apply or be provided/granted.
2.3 Consultant Access.Section 4.1f,Consultant Access,of the General License Terms and Conditions—E204 in the License
Agreement is modified to add the following restriction:Access to and use of any Enterprise License Software is restricted to
use by consultants and contractors for the sole benefit of Licensee while(i)working on-site at Licensee's facilities;
(ii)remotely accessing or using Enterprise License Software from Licensee's on-site computers or machines;or(iii)remotely
accessing or using Enterprise License Software from a third party's computers or machines under contract to Licensee.
Licensee shall require consultant or contractor to discontinue access to and use of Enterprise License Software upon
completion of work for Licensee.
E512GM Page 1 of I I 02/21/2013
2013-191
2.4 Term Limited Licenses. Article 3,Grant of License in the General License Terms and Conditions of the License
Agreement is modified such that no perpetual or indefinite license rights are granted to Licensee for any Enterprise License
Software Deployed.Article 5,Term and Termination of the License Agreement is modified to add that the licenses for all
Enterprise License Software Deployed shall terminate upon expiration or termination of the ELA.Ail Deployments made
under this ELA shall terminate upon the end of the term of this ELA.
ARTICLE 3—SCOPE OF USE
There are additional Permitted Uses,Uses Not Permitted,and Restrictions for City incorporated into this ELA.The Permitted
Uses and Uses Not Permitted sections of the General License Terms and Conditions portion of the License Agreement are
modified to include the additional term in Sections 3.1 and 3.2 below:
3.1 Additional Permitted Uses,The following additional Permitted Uses are hereby granted to City for the Enterprise
License Software:
For the term of the ELA,City may copy and Deploy the Enterprise License Software up to the quantities of licenses
granted in Appendix A.
3.2 Uses Not Permitted.In addition to the restrictions set forth in the License Agreement,the following Uses Not Permitted
apply to the Enterprise License Software:
a. City shall not transfer,redistribute,or Deploy the Enterprise License Software outside the United States or its
territories or possessions without the prior written permission of Esri and agreement on additional fees,if any.Any
such export will be subject to US Export Control Regulation requirements of the License Agreement.
b. City shall not transfer,redistribute,or assign Enterprise License Software to any third party without prior Esri
written permission.
ARTICLE 4—MAINTENANCE
4.1 ELA Maintenance,ELA Maintenance is included in the ELA Fee.Enterprise License Software will receive ELA
Maintenance,provided that standard maintenance is available for each item.ELA Maintenance includes benefits specified in
the most current applicable Esri US Software Maintenance Program document(found at www.esri.comfler al)as modified by
this Section 4.1.
a. Tier 1 Support Provided by City
(I) Tier 1 Help Desk will provide Tier I Support to all Licensees.
(2) The'Tier 1 Help Desk will use analysts fully trained in the Software they are supporting.
(3) At a minimum,Tier 1 Support will include those activities that assist the user in resolving how-to and
operational questions as well as questions on installation and troubleshooting procedures.
(4) Tier 1 Support analysts will be the initial points of contact for all questions and Incidents.Tier I Support
analysts shall obtain a full description of each reported Incident and the system configuration from the Licensee.
This may include obtaining any customizations,code samples,or data involved in the Incident,The analyst may
also use any other information and databases that may be developed to satisfactorily resolve Incidents.
(5) If the Tier I Help Desk cannot resolve the Incident,an authorized Tier 1 Help Desk individual may contact Esri
for Tier 2 Support.The Tier 1 Help Desk shall provide support in such a way as to minimize repeat calls and
make solutions to problems available to Licensee.
(6) City may assign up to the quantity of named Tier 1 Help Desk individuals listed in Appendix R.These
individuals will be identified in Appendix E and are the only individuals(callers)authorized to contact Esri
directly for Tier 2 Support.
b. Tier 2 Support Provided by Esri
{1) Esri shall log the calls received from the Tier 1 Help Desk individuals.
(2) Esri shall review all information collected by and received from Tier I Help Desk individuals including
preliminary documented troubleshooting provided by Tier I Help Desk when Tier 2 Support is required.
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(3) Esri may request that Tier 1 Help Desk individuals provide verification of information,additional information,
or answers to additional questions to supplement any preliminary information gathering or troubleshooting
performed by Tier 1 Help Desk.
(4) Esri shall attempt to resolve the Incidents submitted by Tier 1 Help Desk by assisting the Tier I Help Desk
individuals and not the Licensees.
(5) When the Incident is resolved,Esri shall communicate the information to the Tier I Help Desk individuals,and
the Tier 1 Help Desk shall disseminate the resolution to the Licensee.
(6) Esri may,at Esri's sole discretion,make patches,hot fixes,or updates available for downloading from Esri's
website or,if requested,deliver them on media.
4.2 Maintenance for Rolled-In Software.Annual maintenance fees for Rolled-In Software are not included in the ELA Fee,
and,if ordered,additional fees will apply.
ARTICLE 5—ORDERING,ADMINISTRATIVE PROCEDURES,DELIVERY,AND DEPLOYMENT REPORT
5.1 Purchase Orders,Delivery,and Deployment
a. City shall issue a purchase order upon execution of the ELA and annually thereafter in accordance with the fee schedule
in Appendix B.These fees will be due and payable within thirty(30)days of the anniversary date of the ELA,with the
initial payment due within thirty(30)days of execution of the ELA.
b. Upon receipt of the initial purchase order from City,Esri shall authorize City to download Enterprise License Software
listed in Appendix A.Delivery of updates/new versions of Enterprise License Software will be made in the same
manner.If requested by City,Esri will deliver a limited number of sets of backup media as provided in Appendix B to
the ship-to address identified in Appendix D,ELA Points of Contact,FOB destination with shipping charges prepaid.
City may purchase additional backup media sets at the prices in effect at the time of purchase.Delivery or receipt of
tangible media could cause prior and future license fees to be subject to taxes.City acknowledges that Esri has a right to
invoice,and City agrees to pay any such sales or use tax associated with receipt of tangible media.
c. Esri shall provide registration/authorization numbers or access codes,as applicable,to activate the nondestructive copy
protection program that enables the Enterprise License Software to operate or allow access.
d. City shall track the Deployment status of Enterprise License Software.
5.2 Purchase Order Requirements
a. Any purchase orders issued by City will reference,incorporate,and be subject to the terms and conditions of this ELA.
No additional,conflicting,or different terms contained in a purchase order or ordering document will be binding.All
orders and deliveries pertaining to this ELA will be processed through City's centralized point of contact.
b. The following information will be included in each purchase order:
(1) Esri customer number and the ship-to address as identified in Appendix D.
(2) Purchase order number.
(3) Applicable annual payment due.
(4) On the face of the purchase order,print the following statement: "Governed by and subject to Enterprise License
Agreement No.2013ELA901."
53 Annual Report of Deployments.At each anniversary date and ninety(90)days prior to the expiration date of this ELA,
City shall provide a written report,as set forth in Appendix C,to Esri detailing all Deployments made.The report will be
subject to audit by an authorized representative of Esri.
5.4 Esri International User Conference Registration.Esri shall provide Esri International User Conference registrations to
City annually during the term of this ELA in the quantities set forth in Appendix B.City is responsible for distributing the
registrations to Licensees.Third parties may not represent or attend on behalf of City at any Esri International User
Conference.
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ARTICLE 6—POINTS OF CONTACT;NOTICES
6.1 Points of Contact.Each party shall identify points of contact for administrative and technical issues in Appendix D.
6.2 Notices.Except as set forth in Section 6.1,any notice,report,demand,or other communication will be properly given
when made in writing in English and sent by courier;registered or certified airmail;or facsimile or other electronic
transmission,and confirmed by courier or by registered or certified airmail,properly addressed to the appropriate party at the
address set forth above,until changed by notice in writing by either party hereto.If sent by courier or airmail,notice will be
effective seven(7)days from the date of deposit with the courier service or post office.If sent by electronic transmission,
notice will be effective upon receipt,provided confirmation is given as specified herein.Notices will be given at the
following addresses:
To: Esri To: City
380 New York Street as listed in Appendix D
Redlands,CA 92373-8100
Attn.:Manager,Contracts and Legal Services
ARTICLE 7—TERM,TERMINATION,AND EXPIRATION
7.1 Term.The term of the ELA will be for the period listed in Appendix B,commencing on the Effective Date unless this
ELA is terminated earlier as provided herein.
7.2 Termination for a Material Breach.Esri may terminate this ELA for a material breach by Licensee.Licensee will be
given a period of thirty(30)days from date of written notice to cure any material breach.Upon termination of this ELA by
Esri for a material breach by Licensee,all licenses Deployed will also terminate,and the full amount of unpaid ELA Fees
will be due and payable by City within thirty(30)days from the date of termination.Licensees shall uninstall,remove,and
destroy all Enterprise License Software;training materials;and any whole or partial copies,modifications,or merged
portions in any form.City shall deliver evidence of such destruction to Esri(e.g.,certification letter).Licensee may continue
to use Rolled-In Software,provided Licensee complies with the terms and conditions of the License Agreement.Further,Esri
agrees that Licensee is not required to pay a maintenance reinstatement fee for lapsed maintenance for Rolled-In Software if
Licensee orders maintenance at time of ELA termination.Other items that may be included in this ELA such as EAP,Virtual
Campus annual user license,access codes,Virtual Campus dollar credits,and Esri International User Conference
registrations,will also terminate if this ELA is terminated.
7.3 Reserved.
7.4 License Term and Use upon Expiration of ELA Term.Upon expiration of this ELA,the grant of license contained
herein shall terminate.No perpetual or indefinite licenses for any Enterprise License Software Deployed shall be granted at
any time
a.Lapsed Maintenance Fee for Rolled-In Software.Licensee may order maintenance upon expiration of this ELA for
Rolled-In Software without paying a maintenance reinstatement fee for lapsed maintenance. Licensee shall notify Esri of the
quantity and type of licenses for which Licensee elects to purchase standard maintenance.If Licensee elects not to order
maintenance Rolled-In Software upon expiration,Licensee must pay back maintenance fees to reinstate maintenance from
the date of this ELA's expiration.
7.5 Termination for Non-Appropriation of Funds or Lack of Funds.City's obligation to pay the amounts due for
following fiscal years is contingent upon appropriation of funds for this ELA.City or Esri may terminate this ELA in the
event such funding is not made available("Lack of Funds").If either party terminates for Lack of Funds,it will give the other
party written notice of termination prior to the ELA anniversary date.In all cases,the effective date of the termination will be
the last day of that payment period immediately prior to the annual anniversary date for the next payment.
Under no circumstances may City deploy additional copies of the Software,Data or Documentation upon termination of the
ELA for Lack of Funds.
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In the event that the ELA is terminated for Lack of Funds the following conditions will apply:
a. Licensee must uninstall,remove,and destroy all Deployed Software,Data,or Documentation and any whole or
partial copies identified in Appendix A,Table A-2,however Licensee(s)may continue to use Rolled-In Software,
subject to its compliance with the License Agreement;
b. No refund will be provided to Licensee for payments made prior to termination.
Within thirty(30)days of termination of the ELA for Lack of Funds,City will document in writing to Esri the total quantity
and type(e.g.,Product)Rolled-In Software for which City desires to obtain maintenance,if any.Payment of maintenance
fees for such Rolled-In Software for which City wishes to have maintenance,if any,will be effective from the date of the
ELA termination,provided that City allocates appropriate funds.Maintenance reinstatement fees will not be required for
maintenance on Rolled-In Software that lapsed during the term of the ELA.Other items that may be included in this ELA
such as User Conference Registrations will also terminate if this ELA is terminated for Lack of Funds.
ARTICLE 8 CONFIDENTIALITY
8.1 Esri Confidential Information.Certain terms and conditions of this ELA are confidential and proprietary information of
Esri.Except as provided herein,City shall not publish or disclose the ELA(or contents)to any third party without Esri s prior
written consent.Disclosure may be made only to those City employees and advisers of City(e.g.,outside counsel or
accountants)who have a need to know to perform their duties and have an obligation of confidentiality.City may only
disclose the License Agreement and restrictions contained in the ELA to a contractor or consultant who has a need to know
such information to perform work on behalf of City.No other portions of the ELA may be disclosed to a contractor or
consultant.To the extent that any such disclosures may be required by law(such as an open/
public records request),City shall inform Esri of the requested disclosure,with a reasonable description of the requested
disclosure and identification of the requestor,in sufficient time for Esri to assert any objection Esri may have to such
disclosure with the appropriate administrative or judicial body.
ARTICLE 9—RELATIONSHIP OF THE PARTIES
The ELA does not constitute a partnership,joint venture,or agency between Esri and City.Neither Esri nor City will hold
itself out as such,nor shall Esri or City be bound or become liable because of any representation,action,or omission of the
other.
ARTICLE 10—FORCE MAJEURE
If the performance of any obligation under this ELA is prevented,restricted,or interfered with by reason of fire,flood,
earthquake,explosion,or other casualty or accident;strikes or labor disputes;inability to procure or obtain delivery of parts,
supplies,or power;war,threat of or actual terrorist act,cyberattack,or other violence;any law,order,proclamation,
regulation,ordinance,demand,or requirement of any government agency;or any act or condition whatsoever beyond the
reasonable control of the affected party,the party so affected,upon giving prompt notice to the other party,will be provided a
temporary extension for a period of time as may be reasonably necessary to allow for such delay,prevention,interference,or
restriction.
ARTICLE 11—GIS STANDARD
City shall officially name Esri as its GIS standard and act as a reference for other Esri customers and potential customers as
long as the ELA remains in effect.This ELA will not be construed or interpreted as an exclusive dealings agreement,and
City reserves the right to purchase from third parties any of their requirements for GIS software,or related services.
City agrees that Esri may publicize the existence of the ELA.
ARTICLE 12—ADMINISTRATIVE REQUIREMENTS
12.1 Esri Partner Original Equipment Manufacturer(OEM)Bundled or Embedded Items/Services.Certain Esri
partners are authorized to either embed limited portions of Esri technology or bundle Esri products or services with the
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partner's application or service under Esri's OEM or Solution OEM programs.Partner pricing and product bundling is
independent of this ELA,and each partner markets under its own business model and pricing.Licensee shall not be entitled
to or seek any discount from the OEM business partner or Esri,directly or indirectly,as a result of or based upon the
availability of such Products as Enterprise License Software under this ELA.Licensee shall not be entitled to or seek to
decouple Esri's technology or products/services from the partner's bundle or solution.In addition,such Products,or any
component thereof included in the OEM software program or product,will be licensed through the license agreement
provided by the OEM business partner and not through this ELA.
12.2 Enterprise License Software—Limited Quantity or Unit-Priced Items.Esri reserves the right to exclude new
Software products from unlimited Deployment.New Software products may contain or be developed with(i)newly acquired
technology obtained through a significant investment or(ii)third-party intellectual property that requires a unit-based royalty
fee or prohibits Deployment under a site or enterprise license.Such items can be made available to City on a limited quantity
basis or as unit-priced items.
12.3 Obsolescence.During the term of this Agreement,some of the items listed in Appendix A may become obsolete or will
no longer be commercially offered or may no longer be available for Deployment.Licensee may continue to use Enterprise
License Software that has been Deployed,but support and upgrades for older items may not be available.ELA Maintenance
and maintenance and availability of Enterprise License Software identified in Appendix A will be subject to each item's
Product Life Cycle Support Status,which can be found at http://resources.arcais.com/content/product-life-cycles by selecting
the product type and clicking the Product Life Cycle link for specific product plans.Esri's Product Life Cycle Support Policy,
available at http://help.arcgis.com/en/shared/product-life-cycle/ProductLifeCycle.pdf,covers the support phases and overall
support plans.
ARTICLE 13—GENERAL PROVISIONS
13.1 The General Provisions and Limitations of Liability of the License Agreement will apply to the entire ELA.If there is a
conflict among any of the other terms and conditions in the various documents,the order of descending precedence will be as
follows:(1)E119 Signature Page,(2)E512M ELA Terms and Conditions,(3)E300 Scope of Use,and(4)E204 General
License Terms and Conditions.Except as otherwise expressly provided herein,any amendment or Addendum to this ELA
must be in writing and signed by an authorized representative of each party.
13.2 Survival of Certain ELA Clauses.The provisions of Section 7.4 and Article 8 of this Enterprise License Terms and
Conditions document(E512GM)will survive the expiration or termination of this ELA.
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APPENDIX A
SOFTWARE AND DEPLOYMENT SCHEDULE
City may Deploy the Enterprise License Software up to the total quantity of licenses indicated below to Licensees during the
term of this ELA.
Table A-1
Enterprise License Software—Unlimited Quantities
Total Qty./Seats
Product to Be Deployed
Aregis For Desktop Products–Advanced(Arclnfo),Standard(ArcEditor),Basic(ArcView) Unlimited
(Single and Concurrent Use)
ArcGIS for Desktop Extensions–ArcGIS 3D Analyst,ArcGIS Spatial Analyst,ArcGIS Unlimited
Geostatistical Analyst,ArcGIS Publisher, ArcGIS Network Analyst,ArcGIS Schematics,ArcGIS
Workflow Manager and ArcGIS Data Reviewer.(Single and Concurrent Use)
ArcGIS for Server Products–ArcGIS for Server Enterprise or Workgroup(Advanced,Standard Unlimited
and Basic)
ArcGIS for Server Extensions–ArcGIS 3D Analyst,ArcGIS Spatial Analyst,ArcGIS Unlimited
Geostatistical Analyst,ArcGIS Network Analyst,ArcGIS Schematics,ArcGIS Workflow Manager,
ArcGIS Image(Single and Concurrent Use)
ArcGIS Engine Unlimited
ArcGIS Engine Extensions–ArcGIS 3D Analyst,ArcGIS Spatial Analyst,ArcGIS Geodatabase Unlimited
Update,ArcGIS Network Analyst,ArcGIS Schematics(Single and Concurrent Use)
ArcGIS Runtime Standard Unlimited
ArcGIS Runtime Extensions–ArcGIS 3D Analyst,ArcGIS Spatial Analyst, ArcGIS Network Unlimited
Analyst(Single Use)
Mapping and Charting Solutions–Esri Production Mapping(Single Use and Concurrent Use) Unlimited
Table A-2
Enterprise License Software—Limited Quantities
Rolled-In Qty. Qty./Seats
Product (if applicable) to Be Deployed Total
Esri Developer Network(EDN)–annual N/A 1
subscriptions to the ESRI Developer Network
Esri CityEngine Advanced–(Single or Concurrent 0 1 1
Use)
Number of Named Users per Annual Credits per
Product Subscriptions Subscription Subscription
ArcGIS Online Subscription-Level 2 Organization 1 50 10,000
Plan
Licensee can procure additional ArcGIS Online account subscriptions during the term of the Agreement.At the time of
purchase,Licensee will transfer or procure new credits for additional ArcGIS Online accounts.
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APPENDIX B
ELA FEE SCHEDULE
The ELA Fee is$210,000.The ELA Fee is in consideration of the Enterprise License Software,ELA Maintenance,and Esri
International User Conference registrations.
Year 1 Year 2 Year 3 ELA Fee
2013 ' 2014 2015
Payments $70,000 $70,000 $70,000 $210,000
Number of Esri International User 4 4 4
Conference Registrations per Year
Number of Tier 1 Help Desk 4 4 4
Individuals
Number of Sets of Backup Media,if S 5 5
Requested
Support Incidents for Esri Developer One 10-Pack One 10-Pack One 10-Pack
Network per year
Term of ELA pursuant to Section 7.1 Three(3)years from Effective Date
Esri products not included in this Agreement may be purchased from Esri's commercial list price subject to the terms found in
Esri contract 2013MLA901.
r
E512GM Page 8 of 11 02/21/2013 s
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2013-191
APPENDIX I)
ELA POINTS OF CONTACT
Either party may change its point of contact by written notice to the other party.
1. Earl point of contact for order processing issues:
Name: Customer Service
Earl Redlands
380 New York Street
Redlands,CA 92373-8100
E-mail: serricec '?esri.conl
Phone: 888-377-4575
Fax: 909-307-3083
2. Esri contact for Tier 2 Support issues:
E-mail: supportnesricorn
Phone: 909-793-3774(domestic US only)
Fax: 909-792-0960
Web: ssportgesricom
3. City centralized point of contact for order release and administrative issues:
Ruth Parish
Name. Parish RuC3«s5Bcity.org
E-mail: 909-384-5947
Phone. 909-384-7236
Fax:
4. An deliverables to City will be shipped to the address listed below.
City Office: Information Technology Department
Name: Ruth Parish
Address: City of San Bernardino
300 North 0 St
San Bernardino,CA 92418
5. All notices to City will be mailed to the address listed below:
City Office:Information Technology Department
Name: Ruth Parish
Address: City of San Bernardino
300 North D St
San Bernardino,CA 92418
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APPENDIX£
TIER 1 HELP DESK AUTHORIZED INDIVIDUALS
Below are named Tier 1 Help Desk individuals authorized to seek Tier 2 Support from Esri.Substitutes/f Anges to Tier I
Help Desk authorized individuals maybe made by written notice to Esri.
1. Name: Ruth Parish 3_ Name: Matt Torrence
Mess: IT Department Address: IT Department
City of San Bernardino City of San Bernardino
Phone: 300 North D Street Phone: 300 North D Street
Fax: San Bernardino,CA 92418 Fax: San Bernardino,CA 92418
E-mail: 909-384-5947 E-mail: 909-384-5947
909-384-7236 909-384-7236
Parish Ru@SBcitv.org Torrence MaPSBcitV.org
2. Name: Julie Abinto 4 Name: Jason Suarez
Address: San Bernardino Municipal Water Department Address: IT Department
300 North D Street City of San Bernardino
Phone: San Bernardino,CA 92418 300 North D Street
909-384-7229 Fait
Fax Fait San Bernardino,CA 92418
E Shall: 909-384-5532 F,-�tai1: 909-384-5947
Abinto Ju @SBcitvWater.org 909-384-7236
Suarez_Ja@SI3city.org
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eyrie LICENSE AGREEMENT
(E204 04/26/2013)
Esri,380 New York St.,Redlands,CA 92373-8100 USA•TEL 909-793-2853•FAX 909-793-5953
2013MLA901
This License Agreement is between City of San Bernardino("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.
GENERAL LICENSE TERMS AND CONDITIONS
ARTICLE 1—DEFINITIONS
Definitions.The terms used are defined as follows:
a. "Authorization Code(s)"means any key,authorization number,enablement code,login credential,activation code,
token,account user name and password,or other mechanism required for use of a Product.
b. "Beta"means any alpha,beta,or prerelease Product.
c. "Commercial Application Service Provider Use"or"Commercial ASP Use"means generating revenue by providing
access to Software or Online Services through a Value-Added Application,for example,by charging a subscription
fee,service fee,or any other form of transaction fee or by generating more than incidental advertising revenue.
d. "Content"has the meaning provided in Addendum 3.
e. "Data"means any Esri or third-party digital dataset(s)including,but not limited to,geographic vector data,raster
data reports,or associated tabular attributes,whether bundled with Software and Online Services or delivered
independently.
f "Deployment License"means a license that allows Licensee to sublicense select Software and associated
Authorization Codes to third parties.
g. "Documentation"means all user reference documentation that is delivered with the Software.
h. "Online Services"means any Internet-based geospatial system,including applications and associated APIs,but
excluding Data or Content,hosted by Esri or its licensors,for storing,managing,publishing,and using maps,data,
and other information.
i. "Ordering Document(s)"means a sales quotation,purchase order,or other document identifying the Products that
Licensee orders.
j. "Perpetual License"means a license to use a version of a Product for which applicable license fees have been paid,
indefinitely,unless terminated by Esri or Licensee as authorized under this Agreement.
k. "Product(s)"means Software,Data,Online Services,and Documentation licensed under the terms of this License
Agreement.
I. "Sample(s)"means sample code,sample applications,add-ons,or sample extensions of Products.
m. "Service Credit(s)"means a unit of exchange that is allocated with an Online Services subscription in an amount
specified in the Ordering Document.Each Service Credit entitles Licensee to consume a set amount of Online
Services,the amount varying depending on the Online Services being consumed.As Online Services are consumed,
Service Credits are automatically debited from Licensee's account,up to the maximum number of Service Credits
available.Additional Service Credits can be purchased as described in Addendum 3(also available at
http://www.esri.com/legal).
n. "Software"means all or any portion of Esri's proprietary software technology,excluding Data accessed or
downloaded from an Esri-authorized website or delivered on any media in any format including backups,updates,
service packs,patches,hot fixes,or permitted merged copies.
o. "Term License"means a license or access provided for use of a Product for a limited time period("Term")or on a
subscription or transaction basis.
p. "Value-Added Application"means an application developed by Licensee for use in conjunction with the authorized
use of any Software,Data,or Online Services.
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ARTICLE 2—INTELLECTUAL PROPERTY RIGHTS AND RESERVATION OF OWNERSHIP
Products are licensed,not sold.Esri and its licensors own Products 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 Products 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 Products.
ARTICLE 3—GRANT OF LICENSE
3.1 Grant of License.Esri grants to Licensee a personal,nonexclusive,nontransferable license solely to use the Products as
set forth in the applicable Ordering Documents(i)for which the applicable license fees have been paid;(ii)in accordance
with this License Agreement and the configuration ordered by Licensee or as authorized by Esri or its authorized distributor;
and(iii)for the applicable Term or,if no Term is applicable or identified,until terminated in accordance with Article 5.In
addition to the Scope of Use in Article 4,Exhibit 1—Scope of Use(E300)applies to specific Products.Addendum 1,
Addendum 2,Addendum 3,and Addendum 4 collectively comprise Exhibit 1—Scope of Use(E300)and are also available at
http://www.esri.com/legal/software-license.Addendums only apply to Products specifically identified within an Addendum.
Exhibit 1—Scope of Use(E300)includes Addendums for the following Product types,which are incorporated by reference:
a. Software.Terms of use for specific Software products are set forth in Addendum 1.
b. Data.Data terms of use are set forth in Addendum 2.
c. Online Services. Terms of use for Online Services are set forth in Addendum 3.
d. Limited Use Programs.Terms of use for noncommercial,nonprofit,educational,or other limited-use programs are
set forth in Addendum 4.
3.2 Evaluation and Beta Licenses.Products acquired under an evaluation license or under a Beta program are intended for
evaluation and testing purposes only and not for commercial use.Any such use is at Licensee's own risk,and the Products do
not qualify for Esri or distributor maintenance.
ARTICLE 4—SCOPE OF USE
4.1 Permitted Uses
a. For Products delivered to Licensee,Licensee may
1. Install and store Products on electronic storage device(s);
2. Make archival copies and routine computer backups;
3. Install and use a newer version of Software concurrently with the version to be replaced during a reasonable
transition period not to exceed six(6)months,provided that the deployment of either version does not exceed
Licensee's licensed quantity;thereafter,Licensee shall not use more Software in the aggregate than Licensee's
total licensed quantity;
4. Move the Software in the licensed configuration to a replacement computer;and
5. Distribute to third parties Software and any associated Authorization Codes required for use of a Deployment
License.
b. Commercial Application Service Provider Use. Licensee may use the Product for Commercial ASP Use provided that
Licensee(i)acquires a Commercial ASP Use license,or(ii)is a governmental or not-for-profit organization that operates
a website or offers an Internet service on a cost recovery basis and not for profit.
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 distribute 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
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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®[Licensee will insert the actual copyright date(s)from the source materials]Esri
and its licensors.All rights reserved."
e. Font Components.All fonts provided with a Product may be used with the authorized use of any Products.Esri fonts
may also be separately used to print any output created by Products.Additional use restrictions for third-party fonts
included with a Product are set forth in the font file itself.
f. Consultant or Contractor Access. Subject to Section 3.1,Esri grants Licensee the right to permit Licensee's consultants
or contractors to use the Products exclusively for Licensee's benefit.Licensee shall be solely responsible for compliance
by consultants and contractors with this License Agreement and shall ensure that the consultant or contractor
discontinues Product use upon completion of work for Licensee.Access to or use of Products by consultants or
contractors not exclusively for Licensee's benefit is prohibited.
4.2 Uses Not Permitted.Except to the extent that applicable law prohibits or overrides these restrictions,or as provided
herein,Licensee shall not
a. Sell,rent,lease,sublicense,lend,time-share,assign,or use Products for Commercial ASP Use or service bureau
purposes;
b. Provide third parties with direct access to Products so that the third parties may use the Product directly,develop
their own GIS applications,or create their own solutions in conjunction with the Product;
c. Distribute Software,Data,or Online Services to third parties,in whole or in part,including,but not limited to,
extensions,components,or DLLs;
d. Distribute Authorization Codes to third parties;
e. Reverse engineer,decompile,or disassemble Products;
f. Make any attempt to circumvent the technological measure(s)that controls access to or use of Products;
g. Store,cache,use,upload,distribute,or sublicense Content or otherwise use Products in violation of Esri's or a third
party's rights,including intellectual property rights,privacy rights,nondiscrimination laws,or any other applicable
law or government regulation;
11. Remove or obscure any Esri(or its licensors')patent,copyright,trademark,proprietary rights notices,and/or legends
contained in or affixed to any Product,Product output,metadata file,or online and/or hard-copy attribution page of
any Data or Documentation delivered hereunder;
i. Unbundle or independently use individual or component parts of Software,Online Services,or Data;
j. Incorporate any portion of the Product into a product or service that competes with any Product;
k. Publish or in any other way communicate the results of benchmark tests run on Beta without the prior written
permission of Esri and its licensors;or
1. Use,incorporate,modify,distribute,provide access to,or combine any computer code provided with any Product in
a manner that would subject such code or any part of the Product to open source license terms,which includes any
license terms that require computer code to be(i)disclosed in source code form to third parties,(ii)licensed to third
parties for the purpose of making derivative works,or(iii)redistributable to third parties at no charge.
ARTICLE 5—TERM AND TERMINATION
This License Agreement is effective upon acceptance.Licensee may terminate this License Agreement or any Product license
at any time upon written notice to Esri.Either party may terminate this License Agreement or any license for a material
breach that is not cured within ten(10)days of written notice to the breaching party,except that termination is immediate for
a material breach that is impossible to cure.Upon termination of the License Agreement,all licenses granted hereunder
terminate as well.Upon termination of a license or the License Agreement,Licensee will(i)stop accessing and using
affected Product(s);(ii)clear any client-side data cache derived from Online Services;and(iii)uninstall,remove,and destroy
all copies of affected Product(s)in Licensee's possession or control,including any modified or merged portions thereof,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 for a period of ninety(90)days from
the date Esri issues the Authorization Code enabling use of Software and Online Services that(i)the unmodified Software
and Online Services will substantially conform to the published Documentation under normal use and service and(ii)media
on which Software is provided will be free from defects in materials and workmanship.
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6.2 Special Disclaimer.CONTENT,DATA,SAMPLES,HOT FIXES,PATCHES,UPDATES,ONLINE SERVICES
PROVIDED ON A NO-FEE BASIS,AND EVALUATION AND BETA SOFTWARE ARE DELIVERED"AS IS"
WITHOUT WARRANTY OF ANY KIND.
6.3 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
PERFORMANCE OR DISCONTINUANCE OF OPERATION OF ANY PORTION OF THE INTERNET OR POSSIBLE
REGULATION OF THE INTERNET THAT MIGHT RESTRICT OR PROHIBIT THE OPERATION OF ONLINE
SERVICES.
6.4 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 THAT PRODUCTS 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.PRODUCTS ARE NOT DESIGNED,
MANUFACTURED,OR INTENDED FOR USE IN ENVIRONMENTS OR APPLICATIONS THAT MAY LEAD TO
DEATH,PERSONAL INJURY,OR PHYSICAL PROPERTY/ENVIRONMENTAL DAMAGE.LICENSEE SHOULD
NOT FOLLOW ANY ROUTE SUGGESTIONS THAT APPEAR TO BE HAZARDOUS,UNSAFE,OR ILLEGAL.ANY
SUCH USES SHALL BE AT LICENSEE'S OWN RISK AND COST.
6.5 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 or Online Services subject to the Esri Maintenance Program or Licensee's authorized distributor's
maintenance program,as applicable;or(iii)return of the license fees paid by Licensee for Software or Online Services that
do not meet Esri's limited warranty,provided that Licensee uninstalls,removes,and destroys all copies of Software or
Documentation;ceases using Online Services;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,ITS AUTHORIZED DISTRIBUTOR,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 ANY INDIRECT,SPECIAL,INCIDENTAL,OR CONSEQUENTIAL DAMAGES ARISING
OUT OF OR RELATED TO THIS LICENSE AGREEMENT OR USE OF PRODUCTS,HOWEVER CAUSED ON ANY
THEORY OF LIABILITY,WHETHER OR NOT ESRI,ITS AUTHORIZED DISTRIBUTOR,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.EXCEPT AS PROVIDED IN ARTICLE 8—INFRINGEMENT INDEMNITY,THE
TOTAL CUMULATIVE LIABILITY OF ESRI AND ITS AUTHORIZED DISTRIBUTOR 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 THE PRODUCTS THAT GIVE RISE TO THE
CAUSE OF ACTION.
73 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 Products or any other product or service
delivered by Esri or its authorized distributor.The parties agree that Esri or its authorized distributor 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
(
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LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED
REMEDY.
THE FOREGOING WARRANTIES,LIMITATIONS,AND EXCLUSIONS MAY NOT BE VALID IN SOME
JURISDICTIONS AND APPLY ONLY TO THE EXTENT PERMITTED BY APPLICABLE LAW IN LICENSEE'S
JURISDICTION.LICENSEE MAY HAVE ADDITIONAL RIGHTS UNDER LAW THAT MAY NOT BE WAIVED OR
DISCLAIMED.ESRI DOES NOT SEEK TO LIMIT LICENSEE'S WARRANTY OR REMEDIES TO ANY EXTENT
NOT PERMITTED BY LAW.
ARTICLE 8—INFRINGEMENT INDEMNITY
8.1 Esri shall defend,indemnify,and hold Licensee harmless from and against any loss,liability,cost,or expense,including
reasonable attorneys'fees,that Licensee incurs as a result of any claims,actions,or demands by a third party alleging that
Licensee's licensed use of Software or Online Services infringe a US patent,copyright,or trademark,provided
a. Licensee promptly notifies Esri in writing of the claim;
b. Licensee provides documents describing the allegations of infringement;
c. Esri has sole control of the defense of any action and negotiation related to the defense or settlement of any claim;
and
d. Licensee reasonably cooperates in the defense of the claim at Esri's request and expense.
8.2 If Software or Online Services are found to infringe a US patent,copyright,or trademark,Esri,at its own expense,may
either(i)obtain rights for Licensee to continue using the Software or Online Services or(ii)modify the allegedly infringing
elements of Software or Online Services while maintaining substantially similar functionality.If neither alternative is
commercially reasonable,the license shall terminate,and Licensee shall cease accessing infringing Online Services and shall
uninstall and return to Esri or its authorized distributor any infringing item(s).Esri's entire liability shall then be to indemnify
Licensee pursuant to Section 8.1 and(i)refund the Perpetual License fees paid by Licensee to Esri or its authorized
distributor for the infringing items,prorated on a five(5)-year,straight-line depreciation basis beginning from the initial date
of delivery,and(ii)for Term Licenses and maintenance,refund the unused portion of the fees paid.
8.3 Esri shall have no obligation to defend Licensee or to pay any resultant costs,damages,or attorneys'fees for any claims
or demands alleging direct or contributory infringement to the extent arising out of(i)the combination or integration of
Software or Online Services with a product,process,or system not supplied by Esri or specified by Esri in its
Documentation;(ii)material alteration of Software or Online Services by anyone other than Esri or its subcontractors;or
(iii)use of Software or Online Services after modifications have been provided by Esri for avoiding infringement or use after
a return is ordered by Esri under Section 8.2.
8.4 THE FOREGOING STATES THE ENTIRE OBLIGATION OF ESRI AND ITS AUTHORIZED DISTRIBUTOR WITH
RESPECT TO INFRINGEMENT OR ALLEGATION OF INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS
OF ANY THIRD PARTY.
ARTICLE 9—GENERAL PROVISIONS
9.1 Future Updates.Use of Products licensed under this License Agreement is covered by the terms and conditions
contained herein.New or updated Products may require additional or revised terms of use under the then-current Esri License
Agreement.Esri will make new or revised terms of use available at http://www.esri.com/legal/software-license or provide
notice of new or revised terms to Licensee.
9.2 Export Control Regulations.Licensee expressly acknowledges and agrees that Licensee shall not export,reexport,
import,transfer,or release Products,in whole or in part,to(i)any US embargoed country;(ii)any person on the US Treasury
Department's list of Specially Designated Nationals;(iii)any person or entity on the US Commerce Department's Denied
Persons List,Entity List,or Unverified List;or(iv)any person or entity or into any country where such export,reexport,or
import violates any US,local,or other applicable import/export control laws or regulations including,but not limited to,the
terms of any import/export license or license exemption and any amendments and supplemental additions to those
import/export laws as they may occur from time to time.
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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 Licensee's
obligations under this License Agreement without Esri's and its authorized distributor's prior written consent,and any attempt
to do so without consent shall be void.This License Agreement shall be binding on the respective successors and assigns of
the parties to this License Agreement.Notwithstanding,a government contractor under contract to the government to deliver
Products may assign this License Agreement and Products acquired for delivery 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 or its authorized distributor 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 proving injury as a condition for relief.
9.9 US Government Licensee.The Products are commercial items,developed at private expense,provided to Licensee
under this License Agreement.If Licensee is a US government entity or US government contractor,Esri licenses Products to
Licensee in accordance with this License Agreement under FAR Subparts 12.211/12.212 or DFARS Subpart 227.7202.Esri
Data and Online Services are licensed under the same DFARS Subpart 227.7202 policy as commercial computer software for
acquisitions made under DFARS.The commercial license rights in this License Agreement strictly govern Licensee's use
reproduction,or disclosure of Products.Licensee may transfer Software to any licensed government procuring agency facility
to which computer(s)on which Software is installed are transferred.If any court,arbitrator,or board holds that Licensee has
greater rights to any portion of Products under applicable public procurement law,such rights shall extend only to the
portions affected.
9.10 Governing Law,Arbitration.This License Agreement shall be governed by and construed in accordance with the laws
of the State of California without reference to conflict of laws principles,except that US federal law shall govern in matters
of intellectual property.This License Agreement shall not be governed by the United Nations Convention on Contracts for
the International Sale of Goods,the application of which is expressly excluded.
9.11 Maintenance.Maintenance for qualifying Products consists of updates and other benefits,such as access to technical
support,specified in Esri's or its distributor's current applicable maintenance policy.
9.12 Feedback.Esri may freely use any feedback,suggestions,or requests for Product improvements that Licensee provides
to Esri.
9.13 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.
9.14 Entire Agreement.This License Agreement,including its incorporated documents,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 conflicting terms set forth
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in any purchase orders,invoices,or other standard form documents exchanged during the ordering process,other than
product descriptions,quantities,pricing,and delivery instructions,are void and of no effect.Any modification(s)or
amendment(s)to this License Agreement must be in writing and signed by each party.
z
I
i
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• EXHIBIT 1
K,. 1 eri' SCOPE OF USE
�.,
(E300 12/07/2012)
Earl,380 New York St.,Redlands,CA 92373-8100 USA•TEL 909-793-2853•FAX 909-793-5953
ADDENDUM 1
SOFTWARE TERMS OF USE
(E300-1)
This Software Terms of Use Addendum("Addendum 1")sets forth the terms of Licensee's use of Software and includes the
Licensee's existing master license agreement,if any,or the License Agreement found at http://www.esri.com/legal/software-
license(as applicable,the"License Agreement"),which is incorporated by reference.This Addendum 1 takes precedence
over conflicting terms of the License Agreement.
SECTION 1—DEFINITIONS
Software may be offered under the following license types as set forth in the applicable sales quotation,purchase order,or
other document identifying the Products that Licensee orders:
1. "Concurrent Use License"means a license to 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,including the
right to run passive failover instances of Concurrent Use License software in a separate operating system
environment for temporary failover support.
2. "Deployment Server License"means a license that,in addition to providing Staging Server License rights,
authorizes Licensee to install and use the Software or Data to provide services to multiple users on the same or other
computer(s).
3. "Development Server License"means a license that authorizes Licensee to 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. "Single Use License"means a license that allows Licensee to 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.Licensee may permit the single authorized end user to install a second copy for end user's
exclusive use on a second computer as long as only one(1)copy of Product is in use at any time.No other end user
may use Product under the same license at the same time for any other purpose.
5. "Staging Server License"means a license that,in addition to providing Development Server License rights,enables
Licensee to 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.
6. "Term License"means a license or access provided for use of a Product for a limited time period("Term")or on a
subscription or transaction basis.
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SECTION 2-TERMS OF USE FOR SPECIFIC SOFTWARE
Unless otherwise noted in the applicable Ordering Document,extensions to Software follow the same scope of use as that
granted for the corresponding Software.Specific Software is subject to the terms of use set forth in the notes referenced
below:
Desktop • Esri Business Analyst Server
• Address Coder(22;Addendum 2,Note 7) - Workgroup(8;9;28;29;30;31;39;Addendum 2,
• ArcExplorer-Java and Windows Editions(20; Note 1;Addendum 2,Note 4)
Addendum 2,Note 1) - Enterprise(8;9;27;31;39;Addendum 2,Note 1;
• ArcGIS for Desktop(Advanced,Standard,or Basic) Addendum 2,Note 4)
(26;Addendum 2.Note 1;Addendum 2.Note 6) • Portal for ArcGIS(31;61;62;Addendum 2,Note 1)
• ArcGIS Explorer Desktop(20;Addendum 2.Note 1) • Esri Tracking Server(31)
• ArcGIS for AutoCAD(20) • Esri Maps for IBM Cognos(53)
• ArcLogistics • Esri Maps for SharePoint(Addendum 2,Note 1)
- Desktop(Addendum 2.Note 1;Addendum 2,
Note 2) Developer Tools
- Using ArcGIS Online(20;46;Addendum 2, • ArcGIS Runtime SDK for iOS,Windows Phone,
Note 1) Windows Mobile,or Android(16;Addendum 2.
- Using ArcGIS for Server(20;46;Addendum 2, Hotp_1)
Note 1) • ArcGIS Engine Developer Kit and Extensions(16,22,
- Navigator(46;Addendum 2.Note 1;Addendum 2, 26)
Note 2) • ArcGIS Engine for Windows/Linux and Extensions
• ArcPad(12; 13;Addendum 2,Note 1;Addendum 2. (15;22;26;Addendum 2,Note I;Addendum 2,
Note 2) Note 6)
• ArcReader(20;Addendum 2,Note 1) • ArcGIS for Windows Mobile Deployments(15;54;
• ArcView 3.x and Extensions(17) Addendum 2,Note 1)
• Esri Business Analyst(Addendum 2,Note 1; • ArcGIS Runtime(18;59;Addendum 2,Note 1
Addendum 2,Note 4) • ArcGIS Runtime SDK(16;60;Addendum 2,Note I)
• Esri Maps for Office(Addendum 2,Note 1) • ArcGIS Web Mapping(including AreGIS API for
• Sourcebook•America(20;Addendum 2,Note 8) JavaScript/HTML5,ArcGIS API for Flex,ArcGIS
• ArcGIS for Windows Mobile(15;54;Addendum 2, API for Microsoft Silverlight,ArcGIS API for WPF)
Note 1) (15; 16;64;66;Addendum 2,Note I)
• ArcGIS for iOS;ArcGIS for Windows Phone;ArcGIS • Esri Business Analyst Server Developer
for Android(Addendum 2,Note 1) (Addendum 2,Note 1;Addendum 2.Note 4)
• Esri Developer Network(EDN)Software,Online
Server Services,and Data(24;26;Addendum 2,Note l;
• ArcGIS for Server Addendum 2,Note 6)
- Workgroup(8;9;28;29;30;32;38;39; • Esri File Geodatabase API(47)
Addendum 2,Note 1;Addendum 2.Note 6)
- Enterprise(8;9;27;31;38;39;Addendum 2, Bundled Products
Note 1;Addendum 2,Note 6) • ArcGIS for Transportation Analytics(l;Addendum 2,
- Cloud Bundle(10;Addendum 3-Common Note 2;Addendum 2,Note I I)
Terms)
• ArcGIS for Server Extensions
- ArcGIS for INSPIRE(8;Addendum 2,Note I)
Notes
1. Licensee may use the Software,Data,and Online Services included in ArcGIS for Transportation Analytics solely
for direct support of fleet operations.No other use of ArcGIS for Transportation Analytics or the individual
components that are part of ArcGIS for Transportation Analytics is permitted.This restriction does not apply to the
AreGIS Online Organization Account included with ArcGIS for Transportation Analytics.The AreGIS Online
Organization Account can be used for any purpose subject to the terms of this License Agreement.
2-7. Reserved.
8. The administration tools for the Software may be copied and redistributed throughout Licensee's organization.
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9. User-developed ArcGIS for Server administration tools may be copied throughout Licensee's organization,but the
ArcCatalog application(found in ArcGIS for Desktop)may not be copied.
10. Licensee will provide information or other materials related to its content(including copies of any client-side
applications)as reasonably requested to verify Licensee's compliance with this License Agreement.Esri may
monitor the external interfaces(e.g.,ports)of Licensee's content to verify Licensee's compliance with this License
Agreement.Licensee will not block or interfere with such monitoring,but Licensee may use encryption
technology or firewalls to help keep its content confidential.Licensee will reasonably cooperate with Esri to identify
the source of any problem with the Cloud Bundle services that may reasonably be attributed to Licensee's content or
any end-user materials that Licensee controls.
11. Reserved.
12. Software is licensed for navigational use only 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. Reserved.
15. Licensed as a Deployment License.Deployment Licenses for Internet application(s)may be subject to payment of
additional license fees.
16. Licensee may deliver applications to Licensee's sublicensee(s)provided Licensee uses a sublicense agreement that
protects Esri's rights in Esri's Software,Data,Online Services,and Documentation to the same extent as the License
Agreement including,but not limited to,the following terms:
a. Sublicensee may not reverse engineer,decompile,or disassemble the Esri Software,Data,Online Services,
or Documentation,except to the extent permitted by applicable law;copy for commercial use;or transfer or
assign its rights under the license grant;
b. Sublicensee may not use any Esri Software,Data,Online 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.
Applications may be subject to deployment fees owed to Esri.Contact Esri or Licensee's distributor for details.
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. Licensed as a Deployment License.The Deployment License is per application per computer.Deployment Licenses
may not be used for Internet or server deployment.Deployment Licenses for desktop application(s)may be subject
to payment of additional license fees.
19. Reserved.
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 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, Reserved.
22. a. ArcGIS Engine for Windows/Linux licenses shall not be used for Internet and server development and
deployment;
b. An end user must license either AreGIS Engine for Windows/Linux Software or other ArcGIS for Desktop
Software(Basic,Standard,or Advanced)to obtain the right to run an AreGIS Engine application on
one(1)computer;and
c. The ArcGIS Engine for Windows/Linux extensions shall not be used in combination with ArcGIS for 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. Reserved.
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24. EDN Software may be used only 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.ArcGIS Online subscriptions included with EDN Advanced may be used as permitted by the Terms
of Use in Addendum 3,Online Services Addendum.
25. Reserved.
26. An ArcSDE Personal Edition geodatabase is restricted to ten(10)gigabytes of Licensee's data.
27. ArcGIS for Server Web ADF Runtime Software may not be deployed independently of Licensee's ArcGIS for
Server Enterprise configuration.
28. Use is limited to ten(10)concurrent end users of applications other than ArcGIS for Server applications.This
restriction includes use of ArcGIS for Desktop Software,ArcGIS Engine Software,and third-party applications that
connect directly to any ArcGIS for Server geodatabase.There are no limitations on the number of connections from
web applications.
29. Software can only be used with a supported version of SQL Server Express.Supported versions are listed with the
system requirements for the product on the Esri website.
30. Use is restricted to a maximum of ten(10)gigabytes of Licensee's data.
31. Licensee may have redundant Esri Server Software installation(s)for failover operations,but the redundant Software
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. Redundant Software installation for failover operations is not permitted.
33-37. Reserved.
38. The ArcGIS 3D Analyst for Server extension included with ArcGIS for Server Standard(Workgroup or Enterprise)
may be used only for generating globe data cache(s)or publishing a globe document as an ArcGIS Globe Service.
No other use of the ArcGIS 3D Analyst for Server extension Software is permitted with ArcGIS for Server Standard.
39. Any editing functionality included with ArcGIS for Server is not permitted for use with ArcGIS for Server Basic
(Workgroup or Enterprise).
40-45. Reserved.
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. Licensee may develop and distribute software or web applications that use Esri File Geodatabase API to Licensee's
end users.
48-52. Reserved.
53. This authorizes installation and use of a sufficient quantity of instances of ArcGIS for Server Enterprise Standard
solely for the purposes of integrated intercommunication between Esri AreGIS for Server map services and IBM
Cognos data packages.No other use of Esri AreGIS for Server Enterprise Standard is permitted.
54. ArcGIS for Windows Mobile Deployments are licensed for use with ArcGIS for Server Enterprise(Advanced or
Standard),ArcGIS for Server Workgroup(Advanced),ArcGIS for Desktop(Advanced,Standard,Basic),and
ArcGIS Engine applications.
55-58. Reserved.
59. Licensee may develop an unlimited number of applications on a single computer and deliver the applications to end
users up to the number of ArcGIS Standard or Advanced Deployment Licenses that have been purchased.There is
no license fee or restriction on the number of ArcGIS Runtime Basic licenses deployed.
60. a. AreGIS Runtime SDK licenses shall not be used to develop Internet or server applications;
b. For ArcGIS Runtime Standard or Advanced:
(1) An end user must purchase a software application that includes an ArcGIS Runtime license to obtain the
right to run an AreGIS Runtime application on one(1)computer;and
(ii) Licensees building applications for their own internal use must purchase ArcGIS Runtime licenses for
every application Deployed that includes ArcGIS Runtime.
(iii)A single user may have multiple ArcGIS Runtime licensed applications installed on one(1)computer,but
each application is an independent Deployment of ArcGIS Runtime.
61. Oracle is a third-party beneficiary of Esri's rights under the License Agreement with respect to the Software but is
not a party hereto and assumes no obligations hereunder.
62. Esri and its licensors reserve the right to conduct an audit of Licensee's use of the Software.Licensee will provide
reasonable assistance and access to information regarding Licensee's use of the Software.Audit results may be
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reported to Esri's licensors.Fees for overdeployment or excess usage are payable within thirty(30)days of the
invoice date.
63. Reserved.
64. For web applications,Licensee may not use this Product independently of other Esri Product(s),
65. Reserved.
66. For desktop applications or SharePoint,each license is per organization.For the purposes of this license,
organization is equivalent to a principal registered unique domain identifier.Domain is the Internet domain name
registered with a domain name registrar.For instance,in example.com,example.com is the 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.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.
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ADDENDUM 2
DATA TERMS OF USE
(E300-2)
This Data Terms of Use Addendum("Addendum 2")sets forth the terms of Licensee's use of Data and includes Licensee's
existing master license agreement,if any,or the License Agreement found at http://www.esri.com/legal/software-license(as
applicable,the"License Agreement"),which is incorporated by reference.This Addendum 2 takes precedence over
conflicting terms of the License Agreement.Esri reserves the right to modify the Data terms of use referenced below at any
time.For Data licensed through a subscription,Licensee may cancel the subscription upon written notice to Esri or
discontinue use of the Data,as applicable.If Licensee continues to use the Data,Licensee will be deemed to have accepted
the modification.Data terms of use are set forth in the notes referenced below:
• ArcGIS Online Data(1) • Data Appliance for ArcGIS(3)
• StreetMap Premium for ArcGIS(2) • Business Analyst/Location Analytics Data(4, 10)
• StreetMap Premium for Windows Mobile(2) • Demographic,Consumer,and Business Data("Esri
• StreetMap Premium for ArcPad(2) Data")(5, 10)
• StreetMap Premium for ArcGIS for Transportation • Data and Maps for ArcGIS(6)
Analytics(2;Addendum 1,Note 1) • Address Coder Data(7, 10)
• NAVTEQ Traffic Data(11;Addendum 1,Note 1) • Sourcebook•America Data(8, 10)
• ArcLogistics Data(2) • MapStudio Data(9)
Notes
1. ArcGIS Online Data: Software and Online Services that reference this note enable access to ArcGIS Online Data.
ArcGIS Online Data is provided for use solely in conjunction with Licensee's authorized use of Esri Software and Online
Services.Licensee may use Data accessed through ArcGIS Online as permitted under the terms of the URLs referenced
below:
a. NAVTEQ data is subject to the terms of use at http://www.esri.com/—/media/Files/Pdfs/legal/pdfs/j9791-
navteq use data.pdf.
b. Tele Atlas/TomTom data is subject to the terms of use at
httn://www.esri.com/--/media/Files/Pdfs/legal/pdfs(j9792-teleatlas use data.pdf.
c. Data from i-cubed is subject to the terms of use at http://www.esri.com/—/media/Files/Pdfs/legal/pdfs/j9946-
icubed.pdf.
d. Microsoft Bing Maps data is subject to the terms of use at http://www.esri.com/—/media/Files/Pdfs/legal/pdfs/e-
802-bing-mapsvcs.pdf.
e. BODC bathymetry data is subject to the terms of use found at
https://www.bodc.ac.uk/datalonline delivery/gebco/terms of use/.
2. StreetMap Premium for ArcGIS:StreetMap Premium for ArcGIS for Windows Mobile;StreetMap Premium for ArcPad;
StreetMap Premium for ArcGIS for Transportation Analytics;ArcLogistics Data:StreetMap Premium Data may be used
for mapping,geocoding,and single vehicle routing purposes but is not licensed for dynamic routing.For instance,
StreetMap Premium Data 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.StreetMap Premium Data may not be used to perform
synchronized routing of multiple vehicles.Data acquired for use with ArcGIS for Desktop,ArcGIS for Server,ArcPad,
ArcGIS for Transportation Analytics,or ArcLogistics Software may only be used with the Product for which the Data
was acquired,and may not be used with any other Product.StreetMap for Windows Mobile Data is licensed for use
solely on mobile devices or in conjunction with ArcGIS for Mobile applications.Data may include data from either of
the following sources:
a. NAVTEQ data is subject to the terms of use at http://www.esri.com/--/media/Files/Pdfs/legal/pdfs/i9791-
navtea use data.pdf.NAVTEQ data,when licensed for use in StreetMap Premium for ArcGIS for
Transportation Analytics,permits tracking,multivehicle routing,and route optimization.
b. Tele Atlas/TomTom data is subject to the terms of use at
http://www.esri.com/--./media/Files/Pdfs/legal/pdfs/j9792-teleatlas use data.pdf.
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3. Data Appliance for ArcGIS:Data provided with Data Appliance is subject to the following additional terms of use:
a. Licensee may only use Data for North America with the North America collection of the Data Appliance for
ArcGIS.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.
b. NAVTEQ data is subject to the terms of use at http://www.esri.com/--/media/Files/Pdfs/legal/pdfs/j9791-
navteg use data.pdf.
c. Tele Atlas/TomTom data is subject to the terms of use at
http://www.esri.com/--/media/Fi1es/Pdfs/legal/pdfs/j9792-teleatlas use data.pdf.
d. Data from i-cubed is subject to the terms of use at http://www.esri.com/Lfinedia/Files/Pdfs/legal/pdfs/j9946-
icubedpdf.
e. BODC bathymetry data is subject to the terms of use found at
https://www.bodc.ac.uk/data/online delivery/gebco/terms of use/.
4. Business Analyst Data;Location Analytics Data:Business Analyst Data is provided with Esri's Business Analyst
(Server,Desktop)or accessed through Business Analyst Online and Community Analyst.Location Analytics Data is
accessed through Business Analyst Online API,Community Analyst API,and Location Analytics API.The Data is
subject to the following additional terms of use:
a. The Data is provided for Licensee's internal business use solely in connection with Licensee's authorized use of
Software.Business Analyst Data is restricted for use only in conjunction with the respective Business Analyst
extension.Location Analytics Data is restricted for use only in conjunction with Business Analyst Online API,
Community Analyst API,and Location Analytics API.If Licensee orders a license for Esri Business Analyst or
Business Analyst(Canadian Edition),or for Business Analyst Online API,Community Analyst API,and
Location Analytics API,with a subset of the national dataset(i.e.,Region,State,Local),Licensee may use only
the licensed subset,not any other portion of the national dataset.
b. Licensee's use of Canadian Edition Data with Business Analyst(Server,Desktop),Business Analyst Online
API,Community Analyst API,or Location Analytics API is subject to the Use of Data Restrictions specific to
Esri Business Analyst(Canadian Edition)Data.
c. Infogroup data is subject to the following terms of use:"Users"means end users of Esri Software.Any use of
the Infogroup database not expressly authorized in this License Agreement is strictly prohibited.Without
limiting the generality of the foregoing,Users are expressly prohibited from(i)cobranding or otherwise
providing the product or service on behalf of any third party;(ii)sublicensing or reselling the Infogroup
database;(iii)using or allowing third parties to use the Infogroup database for the purpose of compiling,
enhancing,verifying,supplementing,adding to,or deleting from any mailing list,geographic or trade
directories,business directories,classified directories,classified advertising,or other compilation of
information that is sold,rented,published,furnished,or in any manner provided to a third party;(iv)using the
Infogroup database in any service or product not specifically authorized in this License Agreement or offering it
through any third party;(v)disassembling,decompiling,reverse engineering,modifying,or otherwise altering
the Infogroup database or any part thereof without Infogroup's prior written consent,such consent to be granted
or withheld at Infogroup's sole discretion;or(vi)using the Infogroup database for any direct marketing
purposes.
d. NAVTEQ data is subject to the terms of use at http://www.esri.cornh/media/Files/pdfs/legal/pdfs/j9791-
navtea use data.pdf.
e. Tele Atlas!TomTom data is subject to the terms of use at
http://www.esri.com/—/media/Files/Pdfs/legal/pdfs/j9792-teleatlas use data.pdf.
5. Demographic, Consumer,and Business Data("Esri Data').:This Data category includes demographic,consumer,
business,and Tapestry Segmentation datasets.Subject to the terms of the License Agreement and this Addendum 2, l:
Licensee may use the Esri Data for any business purpose.
:
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3. Data Appliance for ArcGIS.:Data provided with Data Appliance is subject to the following additional terms of use:
a. Licensee may only use Data for North America with the North America collection of the Data Appliance for
ArcGIS.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.
b. NAVTEQ data is subject to the terms of use at http://www.esri.com/—/media/Files/Pdfs/legal/pdfsr9791-
navtea use data.pdf.
c. Tele Atlas/TomTom data is subject to the terms of use at
http://www.esri.com/--/media/Files/Pdfs/legal/pdfs/i9792-teleatlasirse data.pdf.
d. Data from i-cubed is subject to the terms of use at http://www.esri.com/—/media/Files/Pdfs/legal/pdfs/j9946-
icubed.pdf.
e. BODC bathymetry data is subject to the terms of use found at
https://www.bodc.ac.uk/datatonline delivery/rzebco/terms of use/.
4. Business Analyst Data;Location Analytics Data:Business Analyst Data is provided with Esri's Business Analyst
(Server,Desktop)or accessed through Business Analyst Online and Community Analyst.Location Analytics Data is
accessed through Business Analyst Online API,Community Analyst API,and Location Analytics API.The Data is
subject to the following additional terms of use:
a. The Data is provided for Licensee's internal business use solely in connection with Licensee's authorized use of
Software.Business Analyst Data is restricted for use only in conjunction with the respective Business Analyst
extension.Location Analytics Data is restricted for use only in conjunction with Business Analyst Online API,
Community Analyst API,and Location Analytics API.If Licensee orders a license for Esri Business Analyst or
Business Analyst(Canadian Edition),or for Business Analyst Online API,Community Analyst API,and
Location Analytics API,with a subset of the national dataset(i.e.,Region,State,Local),Licensee may use only
the licensed subset,not any other portion of the national dataset.
b. Licensee's use of Canadian Edition Data with Business Analyst(Server,Desktop),Business Analyst Online
API,Community Analyst API,or Location Analytics API is subject to the Use of Data Restrictions specific to
Esri Business Analyst(Canadian Edition)Data.
c. Infogroup data is subject to the following terms of use: "Users"means end users of Esri Software.Any use of
the Infogroup database not expressly authorized in this License Agreement is strictly prohibited.Without
limiting the generality of the foregoing,Users are expressly prohibited from(i)cobranding or otherwise
providing the product or service on behalf of any third party;(ii)sublicensing or reselling the Infogroup
database;(iii)using or allowing third parties to use the Infogroup database for the purpose of compiling,
enhancing,verifying,supplementing,adding to or deleting from any mailing list,geographic or trade
directories,business directories,classified directories,classified advertising,or other compilation of
information that is sold,rented,published,furnished,or in any manner provided to a third party;(iv)using the
Infogroup database in any service or product not specifically authorized in this License Agreement or offering it
through any third party;(v)disassembling,decompiling,reverse engineering,modifying,or otherwise altering
the Infogroup database or any part thereof without Infogroup's prior written consent,such consent to be granted
or withheld at Infogroup's sole discretion;or(vi)using the Infogroup database for any direct marketing
purposes.
d. NAVTEQ data is subject to the terms of use at http://www.esri.com/—/media/Files/Pdfs/legal/pdfs/i9791-
navteg use data.pdf.
e. Tele Atlas/TomTom data is subject to the terms of use at
http://www.esri.com/--/media/Files/Pdfs/legal/pdfs/j9792-teleatlas use data.pdf.
5. Demographic, Consumer,and Business Data("Esri Data'):This Data category includes demographic,consumer,
business,and Tapestry Segmentation datasets.Subject to the terms of the License Agreement and this Addendum 2,
Licensee may use the Esri Data for any business purpose.
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6. Data and Maps for ArcGIS:The Data is available to licensed users of ArcGIS for Desktop,ArcGIS for Server,and
ArcGIS Online.Data and Maps for AreGIS is provided for use solely in conjunction with authorized use of ArcGIS for
Desktop,ArcGIS for Server,and ArcGIS Online.
a. Licensee may redistribute the Data as described in the Redistribution Rights Matrix available at
http://www.esri.com/legal/redistribution-rights,in the Help system,or in supporting metadata files,subject to
the specific attribution descriptions and requirements for the dataset accessed.
b. StreetMap Data 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.
7. Address Coder Data:This Data is included with Address Coder and is provided for Licensee's internal business use
solely in connection with Licensee's authorized use of Address Coder.
8. Sourcebook•America Data: This Data is included with Sourcebook•America and provided for Licensee's internal
business use solely in connection with Licensee's authorized use of Sourcebook•America.
9. MapStudio Data:Use of this Data is subject to the following terms and conditions:
a. NAVTEQ data is subject to the terms of use at http://www.esri.com/--/media/Files/Pdfs/legal/pdfs/j9791-
navteq use data.pdf.
b. Tele Atlas/TomTom data is subject to the terms of use at
http://www.esri.corn/-/media/Files/Pdfs/legal/pdfs/j9792-teleatlas use data.pd€.
c. Data from i-cubed is subject to the terms of use at http://www.esri.com/—/media/Files/Pdfs/legal/pdfs/j9946-
icubed.pdf
d. Infogroup Data is subject to the following terms of use: "Users"means end users of Esri Software.Any use of
the Infogroup database not expressly authorized in this License Agreement is strictly prohibited.Without
limiting the generality of the foregoing,Users are expressly prohibited from(i)cobranding or otherwise
providing the product or service on behalf of any third party;(ii)sublicensing or reselling the Infogroup
database;(iii)using or allowing third parties to use the Infogroup database for the purpose of compiling,
enhancing,verifying,supplementing,adding to,or deleting from any mailing list,geographic or trade
directories,business directories,classified directories,classified advertising,or other compilation of
information that is sold,rented,published,furnished,or in any manner provided to a third party;(iv)using the
Infogroup database in any service or product not specifically authorized in this License Agreement or offering it
through any third party;(v)disassembling,decompiling,reverse engineering,modifying,or otherwise altering
the Infogroup database or any part thereof without Infogroup's prior written consent,such consent to be granted
or withheld at Infogroup's sole discretion;or(vi)using the Infogroup database for any direct marketing
purposes.
10. Licensee may include Data in hard-copy or read-only format("Outputs")in presentation packages,marketing studies,or
other reports or documents prepared for third parties.Licensee shall not resell or otherwise externally distribute Outputs
in stand-alone form.
11. ArcGlSfor Transportation Analytics---NAVTEQ traffic data option:This online data service is available as an option for
use exclusively with ArcGIS for Transportation Analytics.Use of this data is subject to the following terms and
conditions:
a. NAVTEQ traffic data is subject to the terms of use at http://www.esri.com/--/media/Files/Pdfs/legal/ndfs/j9791-
navteq use data.pdf.
b. No automatic routing or rerouting based on traffic conditions is permitted without the Navigation add-on.
c. NAVTEQ traffic data may not be archived and may be delivered only for end users'personal,near-term use,not
to exceed one(I)twenty-four(24)-hour period.
d. NAVTEQ traffic data may not be used to display or broadcast in any FM/AM/HD radio broadcast or television
broadcast or through any RDS delivery method.
e. NAVTEQ traffic data may not be used with or incorporated into any traffic system that provides voice traffic
reports to inbound callers.
f. NAVTEQ traffic data may not be used to develop or commercially make available a text-to-voice e-mail alert
or message or voice mail application using any portion of NAVTEQ traffic data.
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ADDENDUM 3
ONLINE SERVICES ADDENDUM
(E300-3)
This Online Services Addendum("Addendum 3")sets forth the terms of Licensee's use of Online Services and includes the
Licensee's existing master license agreement,if any,or the License Agreement found at http://www.esri.com/legal/software-
license(as applicable,the"License Agreement"),which is incorporated by reference.This Addendum 3 takes precedence
over conflicting terms of the License Agreement.Esri reserves the right to update the terms from time to time.Section I of
this Addendum 3 contains terms applicable to all Online Services;Section 2 contains common terms applicable to specific
Online Services.
SECTION 1—COMMON TERMS OF USE OF ONLINE SERVICES
ARTICLE 1—DEFINITIONS
In addition to the definitions provided in the License Agreement,the following definitions apply to this Addendum 3:
a. "Anonymous Users"means individuals that do not qualify as Named Users but have limited access to Online
Services.
b. "API"means application programming interface.
c. "ArcGIS Website"means http://www.arcgis.com and any related or successor websites.
d. "Content"means Data,images,photographs,animations,video,audio,text,maps,databases,data models,
spreadsheets,user interfaces,software applications,and Developer Tools.
e. "Developer Tools"means software development kits(SDKs),APIs,software libraries,code samples,and other
resources.
f. "Named Users"means Licensee's employees;agents;consultants;contractors;or,for Education Plan accounts,
registered students;whom Licensee authorizes to access Online Services for Licensee's exclusive benefit through
Licensee's ArcGIS Online account,to which they are explicitly linked through unique,individual user names and
passwords.Named Users have access to features of Online Services that are not accessible to Anonymous Users.
Named Users'access to features of Online Services may be constrained by Named Users type as defined for specific
Online Services and as described in the applicable Ordering Document or other product documentation.
g. "Online Content"means Content hosted or provided by Esri as part of Online Services,including any Map Services,
Task Services,Image Services,and Developer Tools and excluding Content provided by third parties that Licensee
accesses through Online Services.
h. "Service Components"means each of the following:Online Services,Online Content,ArcGIS Website,Developer
Tools,Documentation,or related materials.
i. "Licensee's Content"means any Content that Licensee or Licensee's Named Users submit to Esri in connection with
Licensee's use of the Online Services,any results derived from the use of Licensee's Content with Online Services,
and any applications Licensee builds with Developer Tools and deploy with Online Services.Licensee's Content
excludes any feedback,suggestions,or requests for Product improvements that Licensee provides to Esri.
j. "Value-Added Application"means an application developed using the Developer Tools and Online Services as
enabled through Licensee's use of Online Services and that includes functions or features that do not expose native
Online Services directly to Licensee's end users.Licensee is prohibited from exposing native Online Service
capabilities substantially similar or equivalent to those provided to Licensee by Esri.
k. "Web Services"as used under Licensee's existing signed license agreement,if any,means Online Services and any
Content delivered by such Online Services.
ARTICLE 2—USE OF ONLINE SERVICES
2.1 License to Online Services.Esri grants Licensee a personal,nonexclusive,nontransferable,worldwide license to access
and use Online Services as set forth in the applicable Ordering Documents(i)for which the applicable license fees have been
paid(if required),(ii)for Licensee's own internal use by Licensee and Licensee's Named Users or Anonymous Users(if
applicable),and(iii)in accordance with this License Agreement and the licensed configuration on file as authorized by Esri.
4
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2.2 Provision of Subscription Online Services.For subscription Online Services,Esri will
a. Provide Online Services to Licensee in accordance with the Documentation;
b. Provide customer support in accordance with Esri's standard customer support policies and any additional support
Licensee may purchase;and
c. Use commercially reasonable efforts to ensure that Online Services will not transmit to Licensee any Malicious
Code,provided Esri is not responsible for Malicious Code that was introduced to Online Services through Licensee's
account or through third-party Content.
2.3 Licensee's Responsibilities.Licensee and Licensee's Named Users or Anonymous Users(if applicable)are the only
persons authorized to access Online Services through Licensee's accounts.Named Users'login credentials are for designated
Named Users only and may not be shared among multiple individuals.Named Users'login credentials may be reassigned to
new Named Users if the former users no longer require access to Online Services.Licensee and Licensee's Named Users are
responsible for maintaining the confidentiality of Authorization Codes,Access Codes,Named Users'login credentials,or any
other method that enables access to Online Services and for ensuring that unauthorized third parties do not access Licensee's
account.Licensee will immediately notify Esri if Licensee becomes aware of any unauthorized use of Licensee's account or
any other breach of security.
2.4 Prohibited Uses of the Online Services.In addition to the prohibited uses under the License Agreement,Licensee shall
not(i)attempt to gain unauthorized access to the Online Services or assist others to do so;(ii)use Online Services for
spamming,to transmit junk e-mail or offensive or defamatory material,or for stalking or making threats of physical harm;
(iii)use Online Services to store or transmit software viruses,worms,time bombs,Trojan horses,or any other computer
code,files,or programs designed to interrupt,destroy,or limit the functionality of any computer software,hardware,or
telecommunications equipment("Malicious Code");(iv)mirror,reformat,or display Online Services in an attempt to mirror
and/or make commercial use of Online Services except to the degree that Online Services directly enable such functionality;
(v)share the client-side data cache derived from Online Services with other licensed end users or third parties;(vi)distribute
the client-side data cache derived from Online Services to third parties;(vii)manually or systematically harvest information
and data contained within Online Services;(viii)use ArcGIS Online Map Services,Geocoding Services,or Routing Services
in connection with any products,systems,or applications installed or otherwise connected to or in communication with
vehicles capable of vehicle navigation,positioning,dispatch,real-time route guidance,fleet management,or similar
applications;or(ix)incorporate any portion of Online Services into a commercial product or service unless the commercial
product adds material functionality to Online Services.
2.5 Evaluations.Esri may provide Iicenses to use certain Services for Licensee's internal evaluation purposes.Such licenses
continue until the stated evaluation period expires or until Licensee purchases a subscription,whichever occurs first.IF
LICENSEE DOES NOT CONVERT LICENSEE'S EVALUATION LICENSE TO A SUBSCRIPTION PRIOR TO
EXPIRATION OF THE EVALUATION TERM,ANY CONTENT AND CUSTOMIZATIONS THAT LICENSEE
UPLOADED OR MADE DURING THE EVALUATION TERM WILL BE PERMANENTLY LOST.IF LICENSEE DOES
NOT WISH TO PURCHASE A SUBSCRIPTION,LICENSEE MUST EXPORT SUCH CONTENT BEFORE THE END
OF LICENSEE'S EVALUATION PERIOD.
2.6 Modifications of Online Services.Esri reserves the right to alter,modify,deprecate,or discontinue Online Services and
related APIs at any time.If reasonable under the circumstances,Esri will provide prior notice of any material alterations.Esri
will attempt to support any deprecated APIs for up to six(6)months,unless there are legal,financial,or technological
reasons not to support them.
2.7 Attributions.Licensee is not permitted to remove any Esri or its licensors'logos or other attribution associated with any
use of ArcGIS Online Services.
ARTICLE 3---TERM AND TERMINATION
The following supplements Article 5—Term and Termination of the License Agreement:
3.1 Term of Subscriptions.The term of any subscription will be provided in the Ordering Document under which it is
purchased or in the Online Services description referenced therein.
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3.2 Subscription Rate Changes.Monthly subscription rates may be increased upon thirty(30)days'notice.Esri may
increase rates for subscriptions with a term greater than one(I)month by notifying Licensee at least sixty(60)days prior to
expiration of the then-current subscription term.
3.3 Service Interruption.Licensee's access(including access on behalf of Licensee's customers)to and use of Online
Services may be temporarily unavailable,without prior notice,for any unanticipated or unscheduled downtime or
unavailability of all or any portion of Online Services,including system failure or other events beyond the reasonable control
of Esri or its affiliates.
3.4 Service Suspension.Esri and its affiliates shall be entitled,without any liability to Licensee,to suspend access to any
portion or all of Online Services at any time on a service-wide basis(a)if Licensee breaches the License Agreement,exceeds
Licensee's usage limits,and fails to purchase additional license capacity sufficient to support Licensee's continued use of
Online Services as described in Article 5 of this Addendum;(b)if there is reason to believe that Licensee's use of Online
Services will adversely affect the integrity,functionality,or usability of the Online Services or that Esri and its licensors may
incur liability by not suspending Licensee's account;(c)for scheduled downtime to conduct maintenance or make
modifications to Online Services;(d)in the event of a threat or attack on Online Services(including a denial-of-service
attack)or other event that may create a risk to the applicable part of Online Services;or(e)in the event that Esri or its
affiliates determine that Online Services(or portions thereof)are prohibited by law or otherwise that it is necessary or
prudent to do so for legal or regulatory reasons.If warranted under these circumstances,Licensee will be notified of any
Service Suspension beforehand and allowed reasonable opportunity to take remedial action.
3.5 Esri is not responsible for any damage,liabilities,losses(including any loss of data or profits),or any other consequences
that Licensee or any Licensee customer may incur as a result of any Service Interruption or Service Suspension.
ARTICLE 4—LICENSEE'S CONTENT,FEEDBACK
4.1 Licensee's Content.Licensee is solely responsible for the development,operation,and maintenance of Licensee's
Content and for all materials that appear on or in any of Licensee's Content.Licensee retains all right,title,and interest in
Licensee's Content.Licensee hereby grants Esri and its licensors a nonexclusive,nontransferable,worldwide right to host,
run,and reproduce Licensee's Content solely for the purpose of enabling Licensee's use of Online Services.Without
Licensee's permission,Esri will not access,use,or disclose Licensee's Content except as reasonably necessary to support
Licensee's use of Online Services,respond to Licensee's requests for customer support,or troubleshoot Licensee's account or
for any other purpose authorized by Licensee in writing.If Licensee accesses Online Services with an application provided
by a third party,Esri may disclose Licensee's Content to such third party as necessary to enable interoperation between the
application,Online Services,and Licensee's Content.Esri may disclose Licensee's Content if required to do so by law or
pursuant to the order of a court or other government body,in which case Esri will reasonably attempt to limit the scope of
disclosure.It is Licensee's sole responsibility to ensure that Licensee's Content is suitable for use with Online Services and
for maintaining regular offline backups using the Online Services export and download capabilities.
4.2 Removal of Licensee's Content.Licensee will provide information and/or other materials related to Licensee's Content
as reasonably requested by Esri to verify Licensee's compliance with this License Agreement.Esri may remove or delete any
portions of Licensee's Content if there is reason to believe that uploading it to,or using it with,Online Services violates this
License Agreement.If reasonable under these circumstances,Esri will notify Licensee before Licensee's Content is removed.
Esri will respond to any Digital Millennium Copyright Act take-down notices in accordance with Esri's Copyright Policy,
available at http://www.esri.cotn/legal/dmca_policv.
43 Sharing Licensee's Content.Online Services and ArcGIS Website include publishing capabilities that allow Licensee to
make Licensee's Content available to third parties("Sharing Tools").Licensee hereby grants to any third parties with whom
Licensee elects to share Licensee's Content using such Sharing Tools the right and license to use store,cache,copy,
reproduce,(re)distribute,and(re)transmit Licensee's Content through Online Services subject to any terms of use and access
restrictions that Licensee provides with Licensee's Content.ESRI IS NOT RESPONSIBLE FOR ANY LOSS,DELETION,
MODIFICATION,OR DISCLOSURE OF LICENSEE'S CONTENT RESULTING FROM LICENSEE'S NAMED USERS'
MISUSE OF SUCH SHARING TOOLS OR ANY OTHER SERVICE COMPONENTS.LICENSEE'S USE OF SUCH
SHARING TOOLS IS AT LICENSEE'S SOLE RISK.
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4.4 Retrieving Licensee's Content upon Termination.Upon termination of the License Agreement or any trial,evaluation,
or subscription,Esri will make Licensee's Content available to Licensee for download for a period of thirty(30)days unless
Licensee requests a shorter window of availability or Esri is legally prohibited from doing so.Thereafter,Licensee's right to
access or use Licensee's Content with Online Services will end,and Esri will have no further obligations to store or return
Licensee's Content.
ARTICLE 5—LIMITS ON USE OF ONLINE SERVICES;SERVICE CREDITS
Esri may establish limits on the Online Services available to Licensee.These limits may be controlled through Service
Credits.Service Credits are used to measure the consumption of ArcGIS Online services made available through Licensee's
account.The maximum Service Credits provided with Licensee's ArcGIS Online account will be addressed in the applicable
Ordering Document.Esri will notify Licensee's account administrator when Licensee's Service consumption reaches
approximately seventy-five percent(75%)of the Service Credits allocated to Licensee through Licensee's subscription.Esri
reserves the right to suspend Licensee's account when consumption reaches one hundred percent(100%)of the Service
Credits allocated to Licensee's subscription.Licensee's access to the account will be restored immediately upon the
completion of Licensee's purchase transaction for additional Service Credits for the subscription account.
ARTICLE 6—ONLINE CONTENT;THIRD-PARTY CONTENT AND WEBSITES
6.1 Online Content.ArcGIS Online Data is included as a component of Online Services and is licensed under the terms of
the License Agreement.
6.2 Third-Party Content and Websites.Online Services and ArcGIS Website may reference or link to third-party websites
or enable Licensee to access,view,use,and download third-party Content.This Agreement does not address Licensee's use
of third-party Content,and Licensee may be required to agree to different or additional terms in order to use third-party
Content. Esri does not control these websites and is not responsible for their operation,content,or availability;Licensee's use
of any third-party websites and third-party Content is as is,without warranty,and at Licensee's sole risk.The presence of any
links or references in Online Services to third-party websites and resources does not imply an endorsement,affiliation,or
sponsorship of any kind.
ARTICLE 7—LICENSEE'S WARRANTIES
Licensee warrants that Licensee's Content or use of Online Services with a product,process,or system not supplied by Esri or
specified by Esri in its Documentation will not(i)infringe or misappropriate any third-party intellectual property rights or
proprietary rights,(ii)violate any third party's privacy rights or any applicable law,or(iii)contain or transmit to a third party
any Malicious Code.Except as prohibited by applicable law,Licensee agrees to defend,indemnify,and hold harmless Esri
from and against any claim,action,liability,or demand arising out of a breach of the foregoing warranties.
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SECTION 2—TERMS OF USE FOR SPECIFIC ONLINE SERVICES
Specific Online Services are subject to the terms of use set forth in the notes referenced below:
• ArcGIS Online(1;2;Addendum 2,Note 1; • Community Analyst(3;Addendum 2,Note 1;
Addendum 2,Note 6) Addendum 2,Note 4)
• Business Analyst Online(3;Addendum 2,Note 1; • Esri Community Analyst API for Adobe Flex,
Addendum 2,Note 4) Microsoft Silverlight,SOAP,and REST(5;
• Business Analyst Online Mobile(3;Addendum 2, Addendum 2,Note 1;Addendum 2,Note 4)
Note 1;Addendum 2,Note 4) • Esri Location Analytics API for Adobe Flex,
• Esri Business Analyst Online API for Adobe Flex, Microsoft Silverlight,SOAP,and REST(5;
Microsoft Silverlight,SOAP,and REST(5; Addendum 2,Note 1;Addendum 2,Note 4)
Addendum 2.Note 1;Addendum 2,Note 4) • Redistricting Online(2;Addendum 2,Note 1)
• MapStudio(2a;4;Addendum 2,Note 1;Addendum 2,
Note 9)
Notes
1. In addition to the common terms of use of Online Services:
a. Licensee may use Licensee's ArcGIS Online account to build a Value-Added Application(s)using the ArcGIS
Online Development Tools and Services enabled through Licensee's ArcGIS Online Plan account for Licensee's
internal use.
b. Licensee may also provide access to Licensee's Value-Added Application(s)to third parties,subject to the following
terms:
i. Licensee may allow Anonymous Users to access Licensee's Value-Added Application(s).
ii. Licensee shall not add third parties as Named Users to Licensee's ArcGIS Online account for the purpose of
allowing third parties to access Licensee's Value-Added Application(s).This restriction does not apply to
third parties included within the definition of Named Users.
iii. Licensee shall not provide a third party with access to ArcGIS Online Services enabled through Licensee's
ArcGIS Online account other than through Licensee's Value-Added Application(s).This restriction does
not apply to third parties included within the definition of Named Users.
iv. Licensee is responsible for any fees accrued through the use of Licensee's ArcGIS Online account by third
parties accessing Licensee's Value-Added Application(s).This includes Service Credits required to support
third-party Online Services usage and any additional subscription fees for Online Services as required.
v. Licensee is solely responsible for providing technical support for Licensee's Value-Added Application(s).
vi. Licensee will restrict third-party use of Online Services as required by the terms of this Agreement.
c. For ArcGIS Online ELA and Organization Plan accounts:
i. Licensee is also permitted to:
(1) Charge an additional fee to third parties to access Licensee's Value-Added Application(s),subject to the
terms of this License Agreement;or
(2) Transfer Licensee's Value-Added Application(s)to a third party's ArcGIS Online account,subject to the
following:
(a) Licensee may charge third parties a fee for Licensee's Value-Added Application(s).
(b) Licensee is not obligated to provide technical support for the third party's general use of its ArcGIS
Online account not related to Licensee's Value-Added Application(s).
(c) Licensee is not responsible for any fees accrued through the third party's use of Licensee's Value-
Added Application(s)that have been transferred to or implemented on the third party's ArcGIS Online
account.
{
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(d) Licensee is not permitted to invite licensees of an AreGIS Online Public Plan to participate in private
groups.This restriction also applies to licensees of Education Plan accounts and NPO/NGO Plan
accounts.
d. For AreGIS Online Public Plan accounts,Education Plan accounts,and NPO/NGO use of AreGIS Online
Organization accounts:Licensee is not permitted to charge an additional fee to third parties to access Licensee's
Value-Added Application(s)or generate more than incidental advertising revenue as a consequence of the
deployment or use of the Value-Added Application(s).Charging a fee to access Licensee's Value-Added
Application(s)or generating more than incidental advertising revenue requires an AreGIS Online ELA or
Organization Plan account.
e. ArcGIS Online Public Plan accounts:
i. Public Plan accounts are licensed for the personal use of an individual.Any use of Public Plan accounts by an
individual for the benefit of a for-profit business or a government agency is prohibited.
• This restriction does not apply to educational institutions when used for teaching purposes only,qualified
NGO/NPO organizations,and press or media organizations.Individuals affiliated with these specific types
of organization are permitted to use ArcGIS Online Public Plan accounts for the benefit of their affiliated
organization(s).
ii. Public Plan account licensees are not permitted to create private groups or participate in any private group
created by licensees of AreGIS Online Organization,Education,NGO/NPO,or ELA Plans.
f. Licensee is not permitted to be the licensee of an ArcGIS Online account for or on behalf of a third party.
• This restriction does not apply to education institutions that are permitted to license ArcGIS Online Public
Plan accounts on behalf of registered students of the education institution for teaching purposes only.
Education institutions are also permitted to provide access to a single ArcGIS Online Public Plan account
to more than one(1)registered student when used for teaching purposes only.
g. The terms"Online ELA account,""Organization Plan account,""Public Plan account,"and"Education Plan"
account refer to different types of ArcGIS Online accounts.
2. Terms of Use for ArcGIS Online Content and Task Services:
a. The following AreGIS Online Content and Task Services are not subject to ArcGIS Online Organization Plan fee-
based Service Credit consumption usage.There is no fee(unless otherwise noted)to use these services up to the
predefined maximum usage limits shown below.Use of these services beyond the predefined usage limits requires
an additional fee.These services may be used only in conjunction with ArcGIS Software or an ArcGIS Online
account.
i. Map Services,Imagery Services,and Geometry Services:Licensee may put these services to any use consistent
with these terms of use,subject to an aggregate limit of fifty million(50,000,000)transactions during any
twelve(12)-month period. "Transaction"is defined in the Documentation at the ArcGIS Online Content
resource center at http://links.esri.com/agol/transactiondef.
ii. Standard Task Services(available at http://tasks.arcgisonline.com):Licensee may put these services to any use
consistent with these terms of use,subject to the following:
• Standard Geocoding Services:Licensee may use these services for search capabilities only and results
may not be stored for later use.Whenever results are stored for later use,a subscription is required.
• Standard Routing Services:Licensee is subject to a limit of five thousand(5,000)routing requests(as
defined in the Documentation)during any twelve(12)-month period.
iii. Subscription Task Services(available at http.//premiumtasks.arcgisonline.com):Upon Licensee's payment to
Esri of the applicable fee(s),Licensee may put these services to any use consistent with these terms of use.
Licensee may store results for later use.
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iv. Sample Services:Licensee may use these services for internal evaluation and development purposes only.All
licenses for ArcGIS Online Services are subject to these terms of use and any additional restrictions or
requirements identified in the Documentation.
The following ArcGIS Online Service is subject to ArcG1S Online Organization Plan fee-based Service Credit
consumption usage:
ArcGIS Online World Geocoding Service(available at http://feocode.arcgis.com):Licensee may use this service for
search capabilities at no cost,but results may not be stored for later use.Upon Licensee's payment for an ArcGIS
Online subscription or Service Credits,Licensee may batch geocode and store results for later use.
3. Licensee may not display or post any combination of more than one hundred(100)Esri Business Analyst Online or
Community Analyst Reports and maps on Licensee's external websites.
4. Licensee may create,publicly display,and distribute maps in hard copy and static electronic format for news-reporting
purposes,subject to any restrictions for ArcGIS Online Data set forth in Addendum 2,Note 1.
5. Licensee may develop software or web applications that use Business Analyst Online API,Community Analyst API,or
Location Analytics API to access,query,create,display,and redistribute Reports and resultant static,electronic maps to
end user(s)of Licensee's software or web applications.If Licensee has an anonymous user subscription,Licensee may
provide access to Licensee's Value-Added Application(s)to anonymous end users,limited to the number of Reports
Licensee has paid for End user(s)of Licensee's software or web applications may use Reports and maps for internal
purposes only and not for further redistribution."Report(s)"means any formatted output created by the Business Analyst
Online API,Community Analyst API,or Location Analytics API Products,which includes PDF,CSV,Excel,HTML,
and XML formats.Licensee shall not redistribute any Data in vector formats.Licensee and Licensee's end users are
prohibited from using Reports or other output generated by Business Analyst Online API,Community Analyst API,or
Location Analytics API as a substitute for Business Analyst Online API,Community Analyst API,or Location Analytics
API,including,but not limited to,(i)combining and including such output in one or more files or databases and
(ii)making such output available through a multiuser computer application.For clarity,end users may save Reports
locally for their own internal use.For publicly facing applications developed with Business Analyst Online API
(Canadian Edition),Reports and Data may be produced or exported in static formats only(e.g.,JPEG,PDF);Licensee
must ensure that Licensee's application does not allow Canadian Edition Reports to be exported as CSV,XML,HTML,
or XLS files or in any other format that readily enables extraction or manipulation of the file's contents.Licensee is
solely responsible for providing technical support for Licensee's Value-Added Application(s).
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ADDENDUM 4
LIMITED USE PROGRAMS
(E300-4)
This Limited Use Programs Addendum("Addendum 4")applies to any Licensee that has been qualified by Esri or its
authorized distributor to participate in any of the programs described herein.This Addendum 4 includes the Licensee's
existing master license agreement,if any,or the License Agreement found at http://www.esri.com/legal/software-license(as
applicable,the"License Agreement"),which is incorporated by reference.This Addendum 4 takes precedence over
conflicting terms of the License Agreement.Esri reserves the right to update the terms from time to time.
• Educational Programs(1) I • Home Use Program(3)
• Grant Programs(2) • Other Esri Limited Use Programs(4)
Notes
1. Educational Programs:Licensee agrees to use Products solely for educational purposes during the educational use Term.
Licensee shall not use Products for any administrative use unless Licensee has acquired an administrative use Term
License.Licensee shall not use Products for revenue-generating or for-profit purposes.
2. Grant Programs:Licensee may use Products only for Noncommercial purposes as specified in the Esri grant document.
Licensee shall not use Products for revenue-generating or for-profit purposes.
3. ArcGIS for Home Use Program:
a. All ArcGIS for Home Use Program Products are provided as Term Licenses and are identified on Esri's Home Use
Program website found at http://www.esri.com/software/arcgis/arcgis-for-home or Licensee's authorized distributor's
website.
b. Esri grants to Licensee a personal,nonexclusive,nontransferable,Single Use License solely to use the Products
provided under the ArcGIS for Home Use Program as set forth in the applicable Ordering Documents(i)for which
the applicable license fees have been paid,(ii)for Licensee's own Noncommercial internal use,(iii)in accordance
with this License Agreement and the configuration ordered by Licensee or as authorized by Esri or its authorized
distributor,and(iv)for a period of twelve(12)months unless terminated earlier in accordance with the License
Agreement. "Noncommercial"means use in a personal or individual capacity that(i)is not compensated in any
fashion;(ii)is not intended to produce any works for commercial use or compensation;(iii)is not intended to
provide a commercial service;and(iv)is neither conducted nor funded by any person or entity engaged in the
commercial use,application,or exploitation of works similar to the licensed Products.
c. Installation Support.Installation Support for a period of ninety(90)days is included with ArcGIS for Home Use.
As discussed further on the Esri or authorized distributor's website,Esri provides technical support in response to
specific inquiries.Installation Support will apply only to unmodified Software.Software is provided only for
standard hardware platforms and operating systems supported by Esri as described in the Software Documentation.
Esri is not responsible for making or arranging for updates to interfaces for nonstandard devices or custom
applications.
Esri Installation Support will be provided in compliance with the Esri ArcGIS for Home Use Installation Support
document on the Esri website at http://www.esri.com/—/media/Files/Pdfs/legal/pdfs/home-use-installation-
support.pdf.Esri supports users solely with the installation of Esri Software.Esri's Support website is at
http://support.esri.com/en/support.Support provided by an authorized distributor will be in accordance with the
distributor's technical support program terms and conditions.
4. Other Esri Limited Use Programs:If Licensee acquires Products under any limited use program not listed above,
Licensee's use of the Products may be subject to the terms set forth in the applicable launching page or enrollment form
or as described on Esri's website in addition to the nonconflicting terms of this Addendum 4.All such program terms are
incorporated herein by reference.
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