HomeMy WebLinkAboutIT06-255 - Extension - #7 - ESRI - Environmental Systems Research Institute, Inc. - Master License Renewal for GIS Software - 07/01/2017 ecords M
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CONTRACT COVER SHEET
This is to be completed by the Contract Manager prior to submission
to City Clerks Office. All portions are to be completed.
if you have questions, please contact City Clerk's. Office.
Vendor fame: Environmental Systems Research, Inc.
Vendor Number: 33720
ID Edwards Number
Contract Number: Using Prior# IT06-255-00
This is assigned by City Clerk's Office
Project Marne: Arclnfo/ArcV'iew/ArcPad/ArcIMS Software Maintenance Renewal
Description: ❑ Interlocal Agreement ❑ Change Order ❑ Amendment E Contract
❑ Other:
Contract. Effective Date: 07/01/17 Termination Date:.. 06/30/18
Contract Renewal Notice (Days): 30
Number of days required notice for termination or renewal or amendment
Contract Manager: Curt Ryser Department. Information Technology
Contract amount: 55,133.25
Approval Authority: ❑ Department Director 1 t1 Mayor ❑ City Council
Detail: (i.e. address, location, parcel number, tax id, etc.):
As of: 08/27/14
400� REQUEST FOR MAYOR'S SIGNATURE
KENT Purchase Order Only — Print on Yellow Paper
Please Fill in All Applicable Boxes
ALL REQUESTS ARE ROUTED DIRECTLY TO THE MAYOR AND RETURNED TO THE ORIGINATING DEPARMENT
DO NOT ROUTE TO CLERK'S OFFICE
Approved by Director�__
Originator: Curt Ryser Phone (Originator). x4642
Date Sent: 06/16/17 Data Required: 06/20/17
Return Signed Document to: Lynnette Smith Contract Termination Date: 06/30/18
VENDOR NAME: Date Finance Notified-. 06/07/17
Environmental Systems Research, Inc. (ESRI) (Only required on contracts
10 000 and over or on any Grant)
DATE OF COUNCIL APPROVAL: 12/15/16 Date Risk Manager Notified: N/A
Specifically Authorized in Budget? E)YES 0 NO , Account Number: 52001730.64830.1800
Brief Explanation of Document:
Annual maintenance renewal for ArcInfb/View/PAD/IMS
07/01/17-06/30/18
$55,133.25
Approved in 2017 Operating budget: 52001730.64830.1800
Shaded Areas to Be Completed By Administration Staff
Received:
Recommendations and Comments:
Disposition:
Date Returned:
P:C MIT orrnsOocuinen,Processjjjg eque$4 or MayarS&gnature PumhaSe Ordendoc
Invoice 93305248 Document date 06/20/2017
Order 3234426 Delivery
esriCus t omer : 118 0
Customer PO 138542OP
P.O. Date 6107/2017
380 New Ycrk Street End User 118207 City of Kent
Redlands,cA-92373 Project
Phone:l9091 793-2853 REMIT
Invoice
Page . 1
Bill to: , r' , Fa i :, : Ship to:
'., , ' D
Curt Ryser
City of Kent City of Kent
Accounts Payable JUN 2 12017 information Technology Dept
220 4th Ave S Receiving Div
Kent WA 98032 400 W Gowe St Ste 122
,. . Kent WA 98032-6019
For questions regarding this document, please contact Customer Service at 888-377-4575.
Terms of payment: Net Due 30 days, no discount
The line items included In this transaction are governed exclusively by the terms of the above-referenced contract,if any,or,where
applicable,Esri's standard terms and conditions at www.esri.comllegal.
Item Qty Material Number P&G
10 1 52384 3,000.00
ArcGIS Desktop Advanced Concurrent Use Primary Maintenance
Start Date: 07/01/2017
End Date: 06/30/2018
1010 5 52385 6,000.00
ArcGIS Desktop Advanced Concurrent Use Secondary Maintenance
Start Date: 07/01/2017
End Date: 06/30/2018
2010 1 86497 1,500.00
ArcGIS Desktop Standard Concurrent Use Primary Maintenance
Start Date: 07/01/2017
End Date: 06/30/2018
3010 1 86500 1,200.00
ArcGIS Desktop Standard Concurrent Use Secondary Maintenance
Start Date: 07101/2017
End Date: 0613 0/2 0 1 8
4010 2 87194 1,400.00
ArcGIS Desktop Basic Concurrent Use Primary Maintenance
Start Date: 07101/2017
End Date: 06/3 012 0 1 8
5010 18 87195 9,000.00
ArcGIS Desktop Basic Concurrent Use Secondary Maintenance
Start Date: 07/01/2017
Invoice 93305248 Document date 06/20/2017
Order 3234426 Delivery
esnCustomer
118207
Customer PO 1385420P
P.O. Date 06107/2017
380 New York Street End User 118207 City of Kent
Redlands,CA-92373 Project
Phone:(909)793-2853
Invoice
Page : 2
Item oty Material Number Price
End Date: 06/30/2018
6010 1 87232 500.00
ArcGIS Spatial Analyst for Desktop Concurrent Use Primary Maintenance
Start Date: 07/01/2017
End Date: 06/30/2018
7010 1 87198 500.00
ArcGIS 3D Analyst for Desktop Concurrent Use Primary Maintenance
Start Date: 07/0112017
End Date: 0613012018
8010 1 98696 500.00
ArcGIS Publisher for Desktop Concurrent Use Primary Maintenance
Start Date: 07/01/2017
End Date: 0613012018
9010 5 87192 2,000.00
ArcGIS Desktop Basic Single Use Primary Maintenance
Start Date: 07/01/2017
End Date: 06/3012018
10010 15 87193 4,500.00
ArcGIS Desktop Basic Single Use Secondary Maintenance
Start Date: 07/01/2017
End Date: 06/30/2018
11010 1 97444 100.00
ArcGIS Engine Single Use without Extension Maintenance
Start Date: 07/01/2017
End Date: 06130/2018
12010 1 100571 500.00
ArcGIS Network Analyst for Desktop Concurrent Use Primary Maintenance
Start Date: 07/01/2017
End Date: 06/30/2018
13010 1 100572 200.00
ArcGIS Network Analyst for Desktop Concurrent Use Secondary Maintenance
. Invoice 93305248 Document date 06/20/2017
Order 3234426 Delivery
(Desn® Customer 118207
Customer Po 1385420P
P.O. Date 06/07/2017
380 New York Street End User 118207 City of Kent
Redlands,G1-92373 Project
Phone.(909)793-2853
Invoice
Page : 3
Item Qty Material Number PRCe
Start Date: 07/01/2017
End Date: 06/30/2018
14010 4 114511 1,000.00
ArcPad Maintenance
Start Date: 07/01/2017
End Date: 0613 0/2 0 1 8
15010 1 157023 1,800.00
ArcGIS Developer Professional Annual Subscription
Start Date: 07/01/2017
End Date: 0613012018
16010 1 161322 1,250.00
ArcGIS Enterprise Workgroup Standard Up to Two Cores Maintenance
Start Date: 07/01/2017
End Date: 0613012018
17010 2 161328 10,000.00
ArcGIS Enterprise Standard Up to Four Cores Maintenance
Start Date: 07/01/2017
End Date: 06/30/2018
18010 1 161337 5,000.00
ArcGIS GeolEvent Server Up to Four Cores Maintenance
Start Date: 07/01/2017
End Date: 06/30/2018
18020 1 87192 400.00
ArcGIS Desktop Basic Single Use Primary Maintenance
CN 268287
Start Date: 07/01/2017
End Date: 06/30/2018
End User 268287 City of Kent
Item Subtotal 50,350.00
Sales Tax 5,035.00
Total: USD 55,385.00
Invoice 83305248 Document date 06/20/2017
Order 3234426 Delivery
Oesri
Customer 118207
Customer PO : 1385420P
P.O. Date 06/07/2017
369 New York Street End User 118237 City of Kent.
Redl ands,CA-92373 Project ;
Phone 1909J 7 93-215 53 Invoice
Page 4
w�
FSN:95-2 T T5732
DUNSICEC:06-313-4175 CAGE: OAMS3
Please detach lower portion and return with remittance
Remit Payment to:
Environmental Systems Research Institute, Inc.
By Check: Electronic Instructions:
esn FILE 54630 Bank:Bank of America Acct#: 1496150335
LOS ANGE LES Wire ABA:026009593
CA 90074-4630 ACH ABA: 121000358
City of Kent
Accounts Payable
220 4th Ave S
Kent WA 98032
Invoice: 93305248 Document Date:06/20/2017
Order: 32.34426
Parer: 239464 Total: U5D 55,385.00
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EsC'i Inc
esn
380 New York street
Redlands CA 92373
i t: Renewal Quotation
Bate: 04/1 1/2017
To: Curt Ryser
Organization: City of tent
Information Technology Dept.
Fax##: 253-856-4735 Phone##: 253-856-4642
From: James Doran
Fax##: 909-307-3083 Phone##: 909-793-2853 Ext.
Email: JDoran@esri.com
Number of pages transmitted Quotation ##25786531
(including this cover sheet): 5 Document Efate: 04/11/2017
Please find the attached quotation for your forthcoming term. Keeping
your term current may entitle you to exclusive 'benefits, and if you choose
to discontinue your coverage, you will become ineligible for these valuable
benefits and services,
If your quote is regarding software maintenance renewal, visit the
following website for details regarding the maintenance program benefits
at your licensing level
http://www, esri.com/apps/products/maintenancelqualifying.cfm
All maintenance fees from the date of discontinuation will be due and
payable if you decide to reactivate your coverage at a later date.
Please note: Certain programs and license types may have varying
benefits. Complimentary User Conference registrations, software support,
and software and data updates are not included in all programs.
Customers who have multi le copies of certain E=sri licenses may have the
p p y
option of supporting some of their licenses with secondary maintenance.
For information about the terms of use for Esri products as well as
purchase order terms and conditions, please visit
http://www. esri.com/legal/licensing/software-license.htmi
If you have any questions or need additional information, please contact
Customer Service at 888-877-4575 option 5.
esn380 New York Street
Redlands, CA 92373 Quotatio'n
Phone: 909-793-2853
Fax#;909-307-3083
Date: 04/1 1 120 1 7 Quotation Number 25786531
Send Purchase Orders To:
Environmental Systems Research Institute, Inc.
380 New York Street
Redlands, CA 92373-8100
Attn: James Doran
C j.ty of Kent Please include the following remittance address
Information Technology Dept on your Purchase Order:
220 4th Ave S Environmental Systems Research Institute, Inc.
Kent WA 98032-5838 File#54630
Attn: Curt Ryser Los Angeles, CA 90074-4630
Customer Number: 118207
For questions regarding this document, please contact Customer Service at 888-377-4676,
Item City Unit Price Extended Price
10 1 52384 3,000.00 3,000.00
ArcGIS Desktop Advanced Concurrent Use Primary Maintenance
Start Date: 07/0112017
End Date: 06/30/2018
1010 5 52385 1,200.00 6,000.00
ArcGIS Desktop Advanced Concurrent Use Secondary Maintenance
Start Date: 07/0112017
End Date: 06/30/2018
2010 1 86497 1,500.00 1,500.00
ArcGIS Desktop Standard Concurrent Use Primary Maintenance
Start Date: 07/01/2017
Enid Date: 06/30/2018
3010 1 86500 1,200.00 1,200,00
ArcGIS Desktop Standard Concurrent Use Secondary Maintenance
Start Date: 07/01/2017
End Date: 06/30/2018
4010 2 87194 700.00 1,400.00
citation is valid for 90 days from document date.
Any estimated sales and/or use tax has been calculated as of the date of this quotation and is merely provided as a convenience for your
organization's budgetary purposes. Esri reserves the right to adjust and collect sales and/or use tax at the actual date of invoicing. If your
organization is tax exempt or pays state taxes directly, then prior to invoicing,your organization must provide Esri with a copy of a Current
tax exemption certificate issued by your state's taxing authority for the given jurisdiction.
Esd may charge a fee to cover expenses related to any Customer requirement to use a proprietary vendor management, procurement, or
invoice program.
Issued By: James Doran Ext:
IDORA NJ,
�
To expedite your order, please reference your customer number and this quotation number on your purchase order,
380 New York Street
esn' Redlands, CA 92373 Quotation
Phone: 909-793-2853 Page 2
Fax#: 909-307-3083
Date: 04/11/2 017 Quotation Number: 25786531
Item Qty Material# y Unit Price Extended Price
ArcGIS Desktop Basic Concurrent Use Primary Maintenance
Start Date: 07/01/2017
End Date: 06/30/2018
5010 18 87195 500.00 9,000.00
ArcGIS Desktop Basic Concurrent Use Secondary Maintenance
Start Date: 07/01/2017
End Date: 06/30/2018
6010 1 87232 500,00 500,00
ArcGIS Spatial Analyst for Desktop Concurrent Use Primary Maintenance
Start Date: 07/01/2017
End Date: 06/30/2018
7010 1 87198 500.00 500.00
ArcGIS 3D Analyst for Desktop Concurrent Use Primary Maintenance
Start Date:: 07/01/2017
End Date: 06/30/2018
8010 1 98696 500,00 500,00
ArcGIS Publisher for Desktop Concurrent Use Primary Maintenance
Start Date: 07/01/2017
End Date: 06/30/2018
9010 5 87192 400,00 2,000.00
ArcGIS Desktop Basic Single Use Primary Maintenance
Start Date: 07/01/2017
End Date: 06130/2018
10010 15 87193 300.00 4,500,00
ArcGIS, Desktop Basic Single Use Secondary Maintenance
Start Date: 07/01/2017
End Date: 06/3,0/2018
11010 1 97444 100.00 100.00
ArcGIS Engine Single Use without Extension Maintenance
Start Date: 07/01/2017
End Date: 06/30/2018
12010 1 100571 500.00 500.00
ArcGIS Network Analyst for Desktop Concurrent Use Primary Maintenance
Start Date: 07/01/2017
End Date: 06/30/2018
13010 1 100572 200.00 200,00
lDORANJl
380 New York Street
W, yrr,. Redlands, CA 92373 Quotation
Phone: 909-793-2853 Page 3
esn Fax#:909-307-3083
Date: 04/11/2017 Quotation Number: 25786531
Item Qty Material# Unit Price Extended Price
ArcGIS Network Analyst for Desktop Concurrent Use Secondary Maintenance
Start Date: 07/01/2017
End Date: O�6/30/201 8
14010 4 114511 250.00 1,000.00
ArcPad Maintenance
Start Date: 07/01/2017
End Date: 06/30/2018
15010 1 157023 1,800.00 1,800.00
ArcGIS Developer Professional Annual Subscription
Start Date: 07/01/2017
End Date: 06/30/2018
16010 1 161322 1,250.00 1,250.00
ArcGIS Enterprise Workgroup Standard Up to Two Cores Maintenance
Start Date: 07/01/2017
End Date: 06/30/2018
17010 2 161328 5,000.00 10,000.00
ArcGIS Enterprise Standard Up to Four Cores Maintenance
Start Date: 07/0112017
End Date: 06/30/2018
18010 1 161337 5,000.00 5,000.0,0
ArcGIS GeoEvent Server Up to Four Cores Maintenance
Start Date: 07101/2017
End Date: 06/30/2018
18020 1 87192 400.00 400.00
ArcGIS Desktop Basic Single Use Primary Maintenance
CN-268287
Start Date: 07/01/2017
End Date: 06/30/2018
Item Subtotal 50,350,00
Estimated Taxes 5,035.00
Total: USID 55,385.00
DUNS/CEC.* 06-313-4175 CAGE: OAMS3
[DORANJI
380 New York Street
esnRedlands, CA 92373 Quotation Phone: 909-793-2853 Page 4
Fax#: 909,-307-3083
Date: 04/11/2017 Quotation No,: 25786531 Customer No: 118207
Item Oty Material# Unit Price Extended
IF YOU WOULD LIKE TO RECEIVEAN INVOICE FOR THIS MAINTENANCE QUOTE YOU MAY DO ONE OF THE FOLLOWING:
• RESPOND TO THIS EMAIL WITH YOUR AUTHORIZATION TO INVOICE
• SIGN BELOW AND FAX TO 909-307-3083
• FAX YOUR PURCHASE ORDER TO 909-307-3083
• EMAIL YOUR PURCHASE ORDER TO Service@esri.com
REQUESTS VIA EMAIL OR SIGNED QUOTE INDICATE THAT YOU ARE AUTHORIZED TO OBLIGATE FUNDS FOR YOUR
ORGANIZATION AND THAT YOUR ORGANIZATION DOES NOT REQUIRE A PURCHASE ORDER.
If there are any changes required to your quotation, please respond to this email and indicate any changes in your invoice
authorization.
If you choose to discontinue your support, you will become ineligible for support benefits and services. All maintenance fees
from the date of discontinuation w ill be due and payable if you decide to reactivate your support coverage at a later date.
The items on this quotation are subject to the terms of this quotation and of your signed agreement with Esh, if applicable. If
no such, agreement covers any item, then Esri's standard terms and conditions found at
http://www,esri,com/legal/software-license apply to your purchase of that item. Federal government entities and
government prime contractors authorized under FAR 51.1 may purchase under the terms of Esri's GSA Federal Supply
Schedule. Acceptance of this quotation is limited to the terms of this quotation. State and local government entities in
California or Maryland buying under the State Contract are also subject to the terms and conditions found at
http://www.esri.com/legal/supplemental-terms-and-conditions. Esri objects to and expressly rejects any different or
additional terms contained in any purchase order, offer, or confirmation sent to or to be sent by buyer. All terms of this
quotation will be incorporated into and become part of any additional agreement regarding Esri's offerings.
In order to expedite processing, please reference the quotation number and any/all applicable Esri contract number(s) (e.g.
MPA, ELA, SmartBuy, GSA, BPA) on your ordering document.
signing below, you are authorizing Esri to issue a software support invoice in the amount of
US b--, plus sales tax, if applicable.
Please chec , e of the following:
I agree to pay 6 applicable sales tax.
I am tax exempt. Pleasetlonjact mje-if"Itzri does not have my current exempt information on file.
Signature of AuthorizedAepresentative Date
Name (Please Print) Title\
JDORANJI
Qesr*i-
r=sh.380 New York St.,Redlands,CA 92373.8100'USA•TEL 909-793-2853•FAX 909-793-5953
IMPORTANT—READ CAR FtiLLV
Unless superseded by a signed license agreement between you and Esri,Esri is willing;to license Products to you only
if you accept all terms and conditions contained in this License Agreement.Please read the terms and conditions
carefully.You may not use the Products until you have agreed to the terms and conditions of the License Agreement.
If you do not agree to the terms and conditions as stated,click "I do not accept the license agreement" below;you.
may then request a refund of applicable fees paid.
LICENSE AGREEMENT
(E204 061]3/201.4)
This License Agreement is between you("Licensee")and Environmental Systems Research Institute,Inc.("Esri"),a
California corporation with a place ofbusiness at 380 New York Street„ Redlands, California'92373-8100 USA.
GENERAL LICENSE TE?,RNIS AND CONDITIONS
ARTICLE 1-DEFINITIONS
Definitions.The terms used are defined as follows:
a. "Authorization Codes)" means any key,authorization number,enablement code, login credential,activation code,
token,account user name and password,or tither mechanism required for use ol`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
lee,service fee,or any other form oftransaction fee or by generating more than incidental advertising revenue.
d. "Content"has the meaning provided in ddendUM.',.
c. "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" rneans 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 AE'l:s, bust.
excluding Data or Content,hosted by Esri or its licensors,for storing, managing,,publishing,and using reaps,data,
and other infer°nration.
i. "Ordering Documents)" rneans a sales quotation,purchase order,or other document identifying the Products that
Licensee orders.
j "Perpetual License" rneans a license to use a version of 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.
1. "Sample(s)" rneans sample code,sample applications,add-ons,or sample extensions of Products.
m. "Service Credits)" 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,tip to the maximum number of Service Credits
available.Additional Service Credits can be purchased as described in Jrlertd ujn. (also available at
p.!v-"pry r�e I cgiII 1e,gaI).
E204 Pate I of 7 06/1312014
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.
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 ]—Scope of Use(E300)and are also available at
hrLp://www.esri.com/lep,al,,'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.
E204 Page 2 of 7 06/13/2014
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
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.
g. Licensee may use,copy,reproduce,publish,publicly display,or redistribute map images and reports containing map
images derived from the use of Esri Product(s)in hard copy or static,electronic formats(e.g.,PDF, GIF,JPEG)to third
parties subject to restrictions set forth in this License Agreement,provided that Licensee affixes an attribution statement
to the map images acknowledging Esri and/or its applicable licensor(s)as the source of the portion(s)of the Data used
for the map images.For avoidance of doubt,any data that is supplied or used by Licensee in its use of the Product(s)that
is not Data shall be and remain the property of Licensee or its third-party licensor(s).
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
pulses;
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
parry'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 Seta 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
E204 Page 3 of 7 06/1312014
breach that is not cured within thirty(30)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.
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.
E204 Page 4 of 7 06/1312014
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.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 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 as described below,and hold Licensee harmless from and against any loss,liability,cost,or
expense,including reasonable attorneys'fees,arising out 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.
83 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
E204 Page 5 of 7 06/13/2014
Agreement.Esri will make new or revised terms of use available at ht!p:i/www.esi-i.com,legal/software-liceiise 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,release,or provide access to Products,Content,Licensee's Content,or Value-Added Applications 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,access,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.
93 Taxes and Fees,Shipping Charges.License fees quoted to Licensee are exclusive of any and all applicable 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.Products are subject to restrictions,and this License Agreement strictly governs Licensee's
use,modification,performance,reproduction,release,display,or disclosure of Products.License provisions that are
inconsistent with federal law will not apply. A US government Licensee may transfer Software to any of its facilities to
which it transfers the computer(s)on which such Software is installed. 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
a. Licensees in the United States of America, Its Territories, and Outlying Areas.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 and for US government agency use.
Except as provided in Section 9.8,any dispute arising out of or relating to this License Agreement or the breach thereof
that cannot be settled through negotiation shall be finally settled by arbitration administered by the American Arbitration
Association under its Commercial Arbitration Rules.Judgment on the award rendered by the arbitrator may be entered in
a court of competent jurisdiction. If Licensee is a US government agency,this License Agreement is subject to the
E204 Page 6 of 7 06/13/2014
Contract Disputes Act of 1978,as amended(41 USC 601-613),in lieu of the arbitration provisions of this clause. 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.
b. All Other Licensees.Except as provided in Section 9.8,any dispute arising out of or relating to this License Agreement
or the breach thereof that cannot be settled through negotiation shall be finally settled under the Rules of Arbitration of
the International Chamber of Commerce by one(1)arbitrator appointed in accordance with said rules.The language of
the arbitration shall be English.The place of the arbitration shall be at an agreed-upon location.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.Either party shall,at the request of the other,make available documents or witnesses
relevant to the major aspects of the dispute.
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
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 parry.
E204 Page 7 of 7 06/132014
Qesr*i-
Esn,380 New York St.,Redlands,CA 92373-8100 USA•TEL 909-793-2853•FAX 909-793-5953
EXHIBIT I
SCOPE OF USE
(E300 02/24/20 1 6)
ADDENDUM I
SOFTWARE TF.Ii9MS O USI
(E300-1)
This Software Terms of Use Addendum("Addendum I")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?ktEtti.1/�����"� r�";a} ���)_�'_ 'ia ���...
Ili a (as applicable,the "License Agreement"),which is incorporated by reference.This Addendum I takes precedence
over conflicting General License Terrns and Conditions 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 Product on computer(s)on a network.,but the
number of'simultaneous users may riot exceed the number of licenses acquired.A Concurrent Use License includes
the right to run passive fai[over instances of Concurrent Use License management software in a separate operating
system environment for temporary failover support.
2. "Deployment:Server License" means a frill use license that authorizes Licensee to install and use the Software for all
uses permitted in the License Agreement arid as described in the Documentation.
1. "Development Server License" means a license that authorizes Licensee to install and use the Software to build and
test Value-Added Applications as described in the Documentation.
4. "E.sri Client Software"means ArcGIS Runtime apes, ArcGIS for Desktop,.and ArcGIS API fur Flex apes.
5. "Esd Content Package" means a digital file containing ArcGIS Online basemap content(e.g.,raster map tiles,
images,vector data)extracted firom the ArcGIS Online Basemap Services.
6. "Named User" means Licensee's employee,agent,consultant or contractor to whom Licensee has assigned a unique,
secure named user login credential that enables access to a Product that requires such credential in order to use
credential-nnanaged capabilities within a Product for Licensee's exclusive benefit. For educational use, Narned Users
may include registered students.
7. "Perpetual.License" means a license to use a version ofthe Product,for which applicable license fees have been
paid, indefinitely,unless terminated by Esri or Licensee as authorized under this Agreement..
8. "Personal Use" means personal,noncommercial use by an individual User. Personal Use excludes use for the benefit
of any third party,including commercial,educational,governmental or non-profit entities.
q. "Single Use License" means a license that allows Licensee to permit a single authorized end user to install and use
the Product oil a single computer for use by that end user on the computer on which tine Product is installed"
Licensee may permit the single authorized end user to install a second copy for end user's exclusive use on a second
corputer as long as only one (I)copy of Product is in use at any time.No other end user may use Product tinder the
same license at the same time for any other purpose..
10. "Staging Server License" means a license that authorizes Licensee to install and use the Software for the following
purposes: building arid testing,Value-Added Applications and map caches;conducting user acceptance testing,
performance testing,and load testing of other third-party software; staging new commercial data updates;and
training activities as described in tine Documentation, Value-Added Applications and map caches can be used with
Development and Deployment Servers.
1.1.. "Tern 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.
t_300 Page 9 cif 16 02/24/20 V 6
SECTION 2—TERMS OF USE FOR SPECIFIC SOFTWARE
The following table is a list of Esri Products that have specific terms of use in addition to the general terms of use as set forth
in the General License Terms and Conditions of the License Agreement.Additional terms of use are listed immediately
below this table and are referenced by number(s),shown in parentheses,immediately following each Product name in the
following table(in some cases,the additional terms of use referenced may be found in a separate Addendum,as noted):
Desktop Products Developer Tools
• ArcGIS for Desktop(Advanced,Standard,or Basic) • AppStudio for ArcGIS Standard(11, 16, 19)
(26;Addendum 2,Note l;Addendum 2,Note 6) • ArcGIS Runtime SDK for Android, iOS,Java,Mac
• ArcGIS Earth(65;Addendum 2.Note 1) OS X,Microsoft.NET Framework(Windows
• ArcGIS Explorer Desktop(20;addendum 2.Note 1) [desktop],Windows Phone,Windows Store), Qt,or
• ArcGIS for AutoCAD(20) WPF(16; 19;Addendum 2. Note 1)
• ArcPad(12; 13;Addendum 2.Note 1;Addendum 2. • ArcGIS Runtime Standard Level for Android,iOS,
Note 2) Java,Mac OS X,Microsoft.NET Framework
• ArcReader(20;Addendum 2.Note 1) (Windows[desktop],Windows Phone,Windows
• Esri Business Analyst(Addendum 2,Note 1; Store),Qt,or WPF(15; 18;Addendum 2,Note 1)
Addendum 2.Note 4) • ArcGIS Engine Developer Kit and Extensions(16, 19;
• ArcGIS for Windows Mobile(15;54; Addendum 2. 22,26)
Note 1) • ArcGIS Engine for Windows/Linux and Extensions
• ArcGIS for iOS;ArcGIS for Windows Phone;ArcGIS (15;22;26;Addendum 2.Note l;Addendum 2,
for Android(Addendum 2,Note 1) Note 6
• ArcGIS for Personal Use(3;Addendum 2,Note 1) • ArcGIS Web Mapping(including ArcGIS API for
JavaScript/HTML5,ArcGIS API for Flex,ArcGIS
Server Products API for Microsoft Silverlight)(15; 16;64;66;
• ArcGIS for Server Addendum 2,Note l)
— Workgroup(28;29;30;32;38;39; Addendum 2. • Esri Business Analyst Server Developer
Note l;Addendum 2,Note 6) (.Addendum 2.Note 1;Addendum 2,Note 4)
— Enterprise(31;38;39; Addendum 2.Note 1; • Esri Developer Network(EDN)Software and Data
Addendum 2,Note 6) (24;26;Addendum 2,Note 6)
— with Virtual Cloud Infrastructure(10; • Esri File Geodatabase API(47)
Addendum 3—Common Terms)
• ArcGIS for Server Extension Bundled Products
— ArcGIS for INSPIRE(Addendum 2,Note 1) ArcGIS for Transportation Analytics(I; Addendum 2.
— ArcGIS for Maritime:Server(2) Note 1;Addendum 2,Note 2;Addendum 2.Note 1 1)
• Esri Business Analyst for Server
— Workgroup(28;29;30;31;39; Addendum 2, Other
Note 1;Addendum 2.Note 4) Navigator for ArcGIS(14)
— Enterprise(31;39;Addendum 2.Note 1;
Addendum 2.Note 4)
• Portal for ArcGIS(31;Addendum 2. Note I)
Esri Tracking Server 31
Notes
• If you do not license any of the Products in the table above,these additional terms of use do not apply to you.
• Additional terms of use for Products ONLY APPLY to the Products that reference them by number in the table above.
• Unless otherwise noted in the applicable Ordering Document,extensions to Software follow the same scope of use as
that granted for the corresponding Software.
Additional Terms of Use for Products listed above:
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
E300 Page 2 of 16 0224/2016
ArcGIS Online for Organizations account included with ArcGIS for Transportation Analytics.The ArcGIS Online
for Organizations account can be used for any purpose subject to the terms of this License Agreement.
2. Not for use in navigation.
3. Licensed for Personal Use only.
4-9. Reserved.
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 ArcGIS for Server with Virtual Cloud Infrastructure services that may
reasonably be attributed to Licensee's content or any end-user materials that Licensee controls.
11. Applications built with AppStudio for ArcGIS Standard are subject to the terms of use for ArcGIS Runtime
Standard Level.
12. May be used for navigational purposes 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. May be used for navigational purposes.
15. Licensed as a Deployment License,subject to Article 3,Section 3.1 of the General License Terms and Conditions.
16. Licensee may use the SDKs or APIs to create Value-Added Applications and distribute and license those Value-
Added Applications to its end users to use the Value-Added Applications anywhere not prohibited under export
regulation subject to Article 3,Section 3.1 of the General License Terms and Conditions.
17. Reserved.
18. The Deployment License is per Value-Added Application per computer.
19. License may not be used to develop Internet or server-based Value-Added Applications.
20. Licensee may reproduce and distribute the Software provided all the following occur:
a. The Software is reproduced and distributed in its entirety;
b. A license agreement accompanies each copy of the Software that protects the Software to the same extent
as this 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. 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(1)computer;and
b. The ArcGIS Engine for Windows/Linux extensions shall not be used in combination with ArcGIS for Desktop
Software to run ArcGIS Engine Value-Added Applications.A single user can have multiple ArcGIS Engine
Value-Added Applications installed on one (1)computer for use only by that end user.
23. Reserved.
24. EDN Software may be used only for the purposes of development,testing,and demonstration of a prototype Val ue-
Added Application and creating map caches.Value-Added Applications and map caches can be used with Staging
and Deployment Servers.EDN server Software and Data may be installed on multiple computers for use by any
Licensee EDN developer;all other EDN Software is licensed as a Single Use License.
25, Reserved.
26. An ArcSDE Personal Edition geodatabase is restricted to ten(10)gigabytes of Licensee's data.
27. Reserved.
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.
E300 Page 3 of 16 02/24/2016
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).
40-46. Reserved.
47. Licensee may develop and distribute Value-Added Applications that use Esri File Geodatabase API to Licensee's
end users.
48-53. Reserved.
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 Value-Added Applications.
55-63. Reserved.
64. Value-Added Application(s)for web deployment must be used in conjunction with other Esri Product(s).Third-
party technologies may also be used in conjunction with Value-Added Application(s)as long as the Value-Added
Application(s) is always used in conjunction with other Esri Product(s).
65. Can only be used in conjunction with other Esri Product(s).Third-party technologies may also be used in
conjunction with ArcGIS Earth as long as ArcGIS Earth is always used in conjunction with other Esri Product(s).
66. For desktop applications,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 4 of 16 02/24/2016
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.comJegalJsoftware-license (as
applicable,the "License Agreement"),which is incorporated by reference.This Addendum 2 takes precedence over
conflicting General License Terms and Conditions 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:
SECTION I—GENERAL RESTRICTIONS ON USE OF DATA
In addition to the restrictions set forth in Article 4.2 of the License Agreement, the following restrictions apply to use of Data
by Licensee and Licensee's end users(collectively,"Users").Any use of Data that is not expressly authorized in Section 2 or
elsewhere in the License Agreement is strictly prohibited. Without limiting the generality of the foregoing,Licensee shall
ensure Users are prohibited from(i)cobranding Data,(ii)using the Data in any unauthorized service or product,or
(iii)offering Data through or on behalf of any third party.
SECTION 2—SPECIFIC TERMS OF USE FOR DATA
The following table is a list of Esri Products that have specific terms of use in addition to the general terms of use as set forth
in the General License Terms and Conditions of the License Agreement.Additional terms of use are listed immediately
below this table and are referenced by number(s),shown in parenthesis,immediately following each Product name in the
following table:
• ArcGIS Online Data(1) • Business Analyst Data(4, 10)
• StreetMap Premium for ArcGIS(2) • Demographic,Consumer,and Business Data("Esri
• StreetMap for Windows Mobile(2) Data")(5, 10)
• StreetMap for ArcPad(2) • Data and Maps for ArcGIS(6)
• StreetMap Premium for ArcGIS for Transportation • Esri MapStudio Data(9)
Analytics(2; Addendum 1,Note 1) • World Geocoder for ArcGIS Basic(7)
• HERE Traffic Data(11;Addendum 1,Note 1)
• Data Appliance for ArcGIS 3
Notes:
• If you do not license any of the Products in the table above,these additional terms of use do not apply to you.
• Additional terms of use for Products ONLY APPLY to the Products that reference them,by number,in the table above.
Additional Terms of Use for Products listed above:
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.Use of ArcGIS Online Data that is accessible through non-fee-based ArcGIS Online accounts may be subject to
usage limits.
Basemap Data and Geocode Search Transactions:
a. Licensee may take basemap data offline through Esri content packages and subsequently delivered(transferred)to
any device for use exclusively with licensed ArcGIS Runtime apps,ArcGIS for Desktop,and ArcGIS API for Flex
apps.
b. Basemap data is subject to an aggregate limit of fifty million(50,000,000)transactions during any twelve(12)-
month period.Transactions include both basemap data and geocode search transactions.One basemap data
transaction is equivalent to eight 256x256 the requests.One geocode search transaction is equivalent to one address
E300 Page 5 of 16 02/24/2016
or place.If the results are stored in any manner such as after batch geocoding,the stored results are not counted
towards the transaction limit.However,storage does consume service credits.
Licensee may use Data accessed through ArcGIS Online as permitted under the terms of the URLs referenced below:
a. HERE data is subject to the terms of use at http://www.esri.com%supplierterms-HERE.
b. Tele Atlas/TomTom data is subject to the terms of use at
http:i/www.esri.com/-;media/Files`Pdfs/leaai/pdfs/i9792-teleatlas use data.pdf.
c. BODC bathymetry data is subject to the terms of use found at http:/iwww.esri.coin/terms-of-use-bodc.
d. MB-Research GmbH(MBR)Data:Users are prohibited from(i)using MBR Data,including,without
limitation,European demographic data,consumer demand data,and postal and geographic boundaries,for the
purpose of compiling,enhancing,verifying,supplementing,adding to,or deleting from any database or other
compilation of information that is sold,rented,published,furnished,or in any manner provided to a third party
or(ii)modifying or otherwise altering MBR Data without MBR's prior written consent,such consent to be
granted or withheld at MBR's sole discretion.
2. StreetMap Premium for ArcGIS:StreetMap for ArcGlSfor Windows Mobile;StreetMap for ArcPad,•StreetMap
Premium for ArcGlSfor Transportation Analytics: These Products,collectively referred to as"StreetMap Data,"may be
used for mapping,geocoding,and point-to-point routing purposes but are not licensed for dynamic,real-time routing
guidance.For instance,StreetMap 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 Data may not be used to perform
synchronized multivehicle routing or route optimization.StreetMap Data acquired for use with ArcGIS for Desktop,
ArcGIS for Server,ArcPad,or ArcGIS for Transportation Analytics may only be used with the Product for which the
StreetMap 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.StreetMap Data may
include data from either of the following sources:
a. HERE data is subject to the terms of use at http:;iwww.esri.comisupplierterms-HERE.HERE data,when
licensed for use in StreetMap Premium for ArcGIS for Transportation Analytics,permits tracking,synchronized
multivehicle routing,and route optimization.
b. Tele Atlas/TomTom data is subject to the terms of use at
http:r'iwww.esri.com;'-;media,'Files'Pdfs;'leeal/pdfs/i9792-teleatias_use_data.pol
3. Data Appliance for ArcGIS: Data provided with Data Appliance is subject to the following additional terms of use:
a. HERE data is subject to the terms of use at http://www.esri.com/supplierterms-HERE.
b. Tele Atlas/TomTom data is subject to the terms of use at
http:Uwww.esri.com;- media,Files/Pdfsileeal,,pdfsii9792-teleatlas use_data.pdf.
c. Data from i-cubed is subject to the terms of use at http:,!/www.esri.com,/-i'media/'I-'iles,Pdfs,`JeVaJ/1)dfSJ9946
icubed.pdf.
d. BODC bathymetry data is subject to the terms of use found at hqp:;7www.esri.comiterms-of-use-bodc.
4. Business Analyst Data: Business Analyst Data is provided with Esri Business Analyst(Server,Desktop).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.Subject to Addendum 2,Note 10,Business Analyst Data,including derivative products(e.g.,
geocodes),are restricted for use only in conjunction with the respective Business Analyst extension.if Licensee
orders a license for Esri Business Analyst or Business Analyst(Canadian Edition)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. Business Analyst Data provided with Business Analyst for Server may not be cached or downloaded by client
applications and devices.
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)sublicensing or reselling the
E300 Page 6 of 16 02/24/2016
Infogroup database;(ii)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;(iii) using the
Infogroup database in any service or product not specifically authorized in this License Agreement or offering it
through any third party;(iv)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(v)using the Infogroup database for any direct marketing
purposes.
d. HERE data is subject to the terms of use at http:/Iwww.esri.com/supplierterms-HERE.
e. Tele Atlas/TomTom data is subject to the terms of use at
http://www.esri.corTV-/media/Files/Pdfs/legal/pdfs/i9792-teleatlas use_data.pdf.
f. MBR Data: Users are prohibited from(i) using MBR Data,including,without limitation,European
demographic data,consumer demand data,and postal and geographic boundaries,for the purpose of compiling,
enhancing,verifying,supplementing,adding to,or deleting from any database or other compilation of
information that is sold,rented,published,furnished,or in any manner provided to a third party or
(ii)modifying,or otherwise altering MBR Data without MBR's prior written consent,such consent to be
granted or withheld at MBR's sole discretion.
g. D&B Data: May not be used for direct mailing or direct marketing purposes.
5. Demographic, Consumer, and Business Data("Esri Data'): This Data category includes the Updated Demographic
Database,Census Data,American Community Survey(ACS)Data,Consumer Spending,Business,Retail MarketPlace,
Tapestry Segmentation,Market Potential,Crime Index,Major Shopping Center,Traffic Count,and Banking datasets.
Esri Data may be used independently of Software or Online Services.Each dataset is available under one or more of the
following license types:
• Single Use:Permits access by a single user to access the data for development or internal use on a desktop
computer or server.No Internet access is permitted.
• Internal Site/Server—Known User:Permits access by named(known)users for Licensee's internal use.Web
access by those Named Users is permitted.
• Public website(noncommercial)--Constituent-Served Model:Permits a municipal government Licensee to
use the Data in an externally facing Value-Added Application serving a defined population,provided Licensee
does not generate revenue from such use.
• Public website(commercial)Known User:Permits Licensee to use the Data in an externally facing Value-
Added Application for use by Named Users and to generate revenue from such Value-Added Application.
• Public website(commercial)Anonymous User:Permits Licensee to use the Data in an externally facing
Value-Added Application for general use and to generate revenue from such Value-Added Application.
6. Data and Maps for ArcGIS: The Data is available to licensed users of ArcGCS for Desktop,ArcGIS for Server,and
ArcGIS Online.Data and Maps for ArcGIS 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. Limited to 250,000,000 geocodes during the term of the subscription.
8. Reserved.
9. MapStudio Data: Use of this Data is subject to the following terms and conditions:
a. HERE data is subject to the terms of use at http://www.esri.com,/supplierterms-HERE.
b. Tele Atlas/TomTom data is subject to the terms of use at
hn://www.esri.com/-/media/Files/Pdfs/legal/pdfs/j9792-teleatlas use data.pdf.
E300 Page 7 of 16 02/24/2016
c. Data from i-cubed is subject to the terms of use at http:t!www.esri.com,--/media%Files/Pdfsilegai/odfs/i9946-
icubed.pdf.
d. D&B Data:May not be used for direct mailing or 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. ArcGISfor Transportation Analytics—HERE 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. HERE traffic data is subject to the terms of use athtti)://www.esii.com/supptierterms-HERE.
b_ No automatic routing or rerouting based on traffic conditions is permitted without the Navigation add-on.
c. HERE 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. HERE 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. HERE traffic data may not be used with or incorporated into any traffic system that provides voice traffic
reports to inbound callers.
f. HERE 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 HERE traffic data.
E300 Page 8 of 16 02/24/2016
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.coini legal.software-
license(as applicable,the"License Agreement"),which is incorporated by reference.This Addendum 3 takes precedence
over conflicting General License Terms and Conditions 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 I—COMMON TERMS OF USE OF ONLINE SERVICES
ARTICLE I—DEFINITIONS
In addition to the definitions provided in the License Agreement,the following definitions apply to this Addendum 3:
a. "Anonymous Users"refers to anyone who has public access to any part of the Licensee's Content or Value-Added
Applications,which Licensee has published through the use of the Sharing Tools,included with Licensee's licensed
use of the Software or Online Services,as further described in Section 2 of this Addendum.
b. "API"means application programming interface.
c. "App Login Credential"means a system-generated application login and associated password,provided by
registering a Value-Added Application with ArcGIS Online,which can be embedded in a Value-Added Application
to enable the Value-Added Application to access and use Online Services.
d. "ArcGIS Website" means htit):/'/www.arcizis.com and any related or successor websites.
e. "Content" means data, images,photographs,animations,video,audio,text, maps,databases,data models,
spreadsheets,user interfaces,software applications,and Developer Tools.
f. "Developer Tools"means software development kits(SDKs),APIs,software libraries,code samples,and other
resources.
g. "Licensee's Content"means any Content that Licensee,a Licensee's Named User,or any other user submits 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 Value-Added Applications Licensee builds with Developer Tools and deploys with Online
Services. Licensee's Content excludes any feedback,suggestions,or requests for Product improvements that
Licensee provides to Esri.
h. "Named User"means Licensee's employee,agent,consultant or contractor to whom Licensee has assigned a unique,
secure named user login credential that enables access to a Product that requires such credential in order to use
credential-managed capabilities within a Product for Licensee's exclusive benefit. For educational use,Named Users
may include registered students.
i. "Online Content"means Content hosted or provided by Esri as part of Online Services,including any Map Services,
Task Services,Image Services and excluding Content provided by third parties that Licensee accesses through
Online Services.
j. "Service Components"means each of the following:Online Services,Online Content,ArcGIS Website,Developer
Tools,Documentation,or related materials.
k. "Sharing Tools"means publishing capabilities included with Online Services and ArcGIS Website that allow
Licensee to make Licensee's Content and Value-Added Applications available to third parties and/or Anonymous
Users.
1. "Value-Added Application" means an application developed by Licensee for use in conjunction with the authorized
use of any Software,Data,or Online Services_
m. "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
E300 Page 9 of 16 02/24/2016
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.
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.
23 Licensee's Responsibilities.
a. Licensee shall be responsible for Named Users'compliance with this Agreement.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.
b. 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 is provided 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.
c. Licensee is solely responsible for the development and operation of Licensee's Content and Value-Added
Applications and the manner in which it chooses to allow or provide use,access,transfer,transmission,
maintenance,or processing ability to or by others,including any use and access to Products,and any subsequent end
user,end use,and destination restrictions issued by the US government and other governments.
2.4 Prohibited Uses of the Online Services.In addition to the prohibited uses or except as provided 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 Content 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 collect or scrape(screen or web scraping)Content from Online Services;(viii)use ArcGIS Online Map
Services,Geocoding Services,or Routing Services in communication with any in-vehicle navigation system installed in a
vehicle(this does not include portable navigation devices)or that provides real-time,dynamic routing to any device(for
instance,these services 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);or(ix)incorporate any portion of Online Services into a commercial product
or service unless the commercial product adds material functionality to Online Services.Licensee shall not use Online
Services to(a)infringe or misappropriate any third-party proprietary rights or privacy rights;(b)process,store,transmit,or
enable access to any information,data,or technology controlled for export under the International Traffic in Arms(ITAR)
regulations;(c)violate any export law;or(d)store or process Licensee's Content that is Covered Defense information(CDI)
under DFARS 204.73,or is protected health information(PHI)under the Health Insurance Portability and Accountability Act
(HIPAA).Licensee shall not attempt to(a)probe,scan,or test the vulnerability of the Online Services or to breach any
security or authentication measures used by the Online Services;or(b)benchmark the availability,performance,or
functionality of Online Services for competitive purposes.Licensee is responsible for any fines,penalties,or claims against
Esri,including reasonable attomeys'fees,arising out of Licensee's noncompliance with any of the foregoing prohibitions.
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
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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 or modify Online Service(s)and related APIs at any
time. If reasonable under the circumstances,Esri will provide thirty(30)days'prior notice of any material alterations.
2.7 Discontinuation or Deprecation of Online Services.Esri reserves the right to discontinue or deprecate an Online
Service(s)and related APIs)at any time. If reasonable under the circumstances,Esri will provide ninety(90)days'prior
notice of any Online Service discontinuation or deprecation.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.
2.8 If any modification,discontinuation,or deprecation of Online Service(s)causes a material,adverse impact to Licensee's
operations,Esri may at its sole discretion attempt to repair,correct,or provide a workaround for Online Services.If a viable
solution is not commercially reasonable,Licensee may cancel its subscription to Online Services,and Esri will issue a
prorated refund.
2.9 Attributions.Licensee may not remove or obscure any trademarks or logos that would normally be displayed through the
use of the Online Services without written permission.Licensee must include attribution acknowledging that its application is
using Online Services provided by Esri,if attribution is not automatically displayed through the use of Online Services.
Guidelines are provided in the Documentation.
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.
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(1)month by notifying Licensee at least sixty(60)days prior to
expiration of the then-current subscription term.
3.3 Service Interruption Online Service(s)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.
3.4 Service Suspension.Esri 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;(b)if Licensee exceeds
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; (c)if there is reason to believe that Licensee's use of Online Service(s)will
adversely affect the integrity,functionality,or usability of the Online Service(s);(d)if Esri and its licensors may incur
liability by not suspending Licensee's account;(e)for scheduled downtime to conduct maintenance or make modifications to
Online Service(s);(f)in the event of a threat or attack on Online Service(s)(including a denial-of-service attack)or other
event that may create a risk to the applicable part of Online Services;or(g)in the event that Esri determines 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 feasible 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 retains all right,title,and interest in Licensee's Content.Licensee hereby grants Esri and
Esri's 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
E300 Page I I of 16 02/24/2016
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:r',www_esri.com.'legal/dmca-pghcN.
43 Sharing Licensee's Content.If Licensee elects to share Licensee's Content using Sharing Tools,then Licensee
acknowledges that it has enabled third parties to use,store,cache,copy,reproduce,(re)distribute,and(re)transmit Licensee's
Content through Online Services.ESRI IS NOT RESPONSIBLE FOR ANY LOSS,DELETION,MODIFICATION,OR
DISCLOSURE OF LICENSEE'S CONTENT RESULTING FROM USE OR MISUSE OF SHARING TOOLS OR ANY
OTHER SERVICE COMPONENTS.LICENSEE'S USE OF SHARING TOOLS IS AT LICENSEE'S SOLE RISK.
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 Credit consumption reaches
approximately seventy-five percent(75%)of the Service Credits allocated to Licensee through Licensee's subscription.Esri
will notify Licensee's account administrator if Licensee's Service Credit consumption reaches or exceeds one hundred percent
(100%).If Licensee's account exceeds one hundred percent(100%)of the available Service Credits,Licensee may continue
to access its account;however,Licensee's access to services that consume Service Credits will be suspended.Licensee's
access to the services that consume Service Credits will be restored immediately upon the completion of Licensee's purchase
of additional Service Credits.
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.
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SECTION 2—TERMS OF USE FOR SPECIFIC ONLINE SERVICES
The following table is a list of Esri Products that have specific terms of use in addition to the general terms of use as set forth
in the General License Terms and Conditions of the License Agreement Additional terms of use are listed immediately
below this table and are referenced by number(s),shown in parentheses,immediately following each Product name in the
following table(in some cases,the additional terms of use referenced may be found in a separate Addendum,as noted):
• ArcGIS Online(1;2;Addendum 2,Note 1; • Esri Redistricting Online(Addendum 2.Note 1)
Addendum 2,Note 6) • Esri MapStudio(4; Addendum 2,Note 1;
• Esri Business Analyst Online(3;Addendum 2,Note 1) Addendum 2,Note 9)
• Esri Business Analyst Online Mobile(3;Addendum 2. • Navigator for ArcGIS(Addendum 1,Note 14)
Note 1)
• Esri Community Analyst 3;Addendum 2,Note 1
Notes:
• If you do not license any of the Products in the table above,these additional terms of use do not apply to you.
• Additional terms of use for Products ONLY APPLY to the Products that reference them by number in the table above.
Additional Terms of Use for Products listed above:
1. In addition to the common terms of use of Online Services:
a. Licensee may use Licensee's Esri Online Services account to build a Value-Added Application(s)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_
vii. Licensee may not embed a Named User credential into a Value-Added Application.For ArcGIS Online for
Organizations,Education,and Nongovernmental Organization/Nonprofit Organization(NGO/NPO)Plan
accounts,an App Login Credential may only be embedded into Value-Added Applications that are used to
provide public,anonymous access to ArcGIS Online.Licensee may not embed or use ArcGIS Online App
Login Credentials in Value-Added Applications for internal use.Value-Added Applications used internally
require Named User login credentials.
c. For ArcGIS Online ELA,ArcGIS Online for Organizations,and paid Developer 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;and
E300 Page 13 of 16 02/24/2016
(2) Transfer Licensee's Value-Added Application(s)to a third parry'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 parry'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 parry's use of Licensee's Value-
Added Application(s)that have been transferred to or implemented on the third parry's ArcGIS Online
account.
(d) Licensee is not permitted to invite licensees of an ArcGIS Online Public Plan to participate in private
groups.This restriction also applies to licensees of Education Plan accounts and NGO/NPO Plan
accounts.
d. For ArcGIS Online Public Plan accounts,Development and Testing Plan accounts,Education Plan accounts,and
NGO/NPO use of ArcGIS Online for Organizations 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,ArcGIS Online for Organizations,or paid Developer Plan account.
e. For 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 for Organizations,Education,NGO/NPO,or ELA Plans.
f. For ArcGIS Online Development and Testing Plan accounts:
i. Subject to the terms of this License Agreement,Licensee is permitted to
(1) Allow third parties to access Licensee's Value-Added Application(s)powered by their Development and
Testing Plan account,but only if the Value-Added Application(s)is published for public access and is not
used for the benefit of a for-profit business or government agency.
• 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 organizations are permitted to use ArcGIS Online Development and Testing Plan
accounts for the benefit of their affiliated organization(s).
ii. Development and Testing Plan account licensees are not permitted to create private groups or participate in any
private group created by licensees of ArcGIS Online for Organizations,Education,NGO/NPO,or ELA Plans.
g. For ArcGIS Online paid Developer Plan accounts or Development and Testing Plan accounts:
i. Licensee is limited to one million(1,000,000)basemap and one million(1,000,000)geosearch Transactions per
month in conjunction with Licensee's account."Transaction" is defined in the Documentation at ArcGIS
Resources at httn://links.esri.com/agol/transactiondef.
E300 Page 14 of 16 02/24/2016
h. 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 be licensees of 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.
i. The terms "Online ELA account," "Organizations Plan account," "Developer Plan account,""Public Plan account,"
"Development and Testing Plan account," and "Education Plan account"refer to different types of ArcGIS Online
accounts.
2. Terms of Use for ArcGIS Online Services:
a. World Geocoding Service: Licensee may not store the geocoded results generated by the service without an ArcGIS
Online account.
b. Infographics Service: Licensee may use the data accessible through this service for display purposes only.Licensee
is prohibited from saving any data accessible through this service.
3. Licensee may not display or post any combination of more than one hundred (100) Esri Business Analyst Online or Esri
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
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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) 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. "Administrative Use" means administrative activities that are not directly related to instruction or education,
such as asset mapping,facilities management,demographic analysis,routing,campus safety,and accessibility analysis.
Licensee shall not use Products for revenue-generating or for-profit purposes.
2. Grant Programs: Licensee may use Products only for Noncommercial purposes.Except for cost recovery of using and
operating the Products,Licensee shall not use Products for revenue-generating or for-profit purposes.
3. AreGISfor 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/arepis/arcgis-for-home or Licensee's authorized distributor's
website.
b. Esri grants to Licensee a personal,nonexclusive,nontransferable, Single Use License,without the authorization to
install or use a second copy,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:Usupt)ort.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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