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1.0—ADDI'T'IONAL DEFINITIONS <br />In addition to the definitions provided in the License <br />Agreement, the following definitions apply to this <br />Agreement: <br />"Deploy", "Deployed" and "Deployment" mean to <br />redistribute and install the Products and related <br />Authorization Codes within Customer's organization(s). <br />"Fee" means the fee set forth in the Quotation. <br />"Case" means a failure of the Software or Online <br />Services to operate according to the Documentation <br />where such failure substantially impacts operational or <br />functional performance. <br />"License Agreement" means the applicable license <br />agreement for Esri Products incorporated by this <br />reference that is (i) found at <br />http://www.esri.com/legal/software-license and available <br />in the installation process requiring acceptance by <br />electronic acknowledgment or (ii) a signed Esri license <br />agreement that supersedes such electronically <br />acknowledged license agreement. <br />"Maintenance" means Tier 2 Support, Product updates, <br />and Product patches provided to Customer during the <br />Term of Agreement, <br />"Product(s)" means the products identified in Table A— <br />List of Products and any updates to the list Esri provides <br />in writing. <br />"Quotation" means the offer letter and quotation <br />provided separately to Customer. <br />"Technical Support" means the technical assistance for <br />attempting resolution of a reported Case through error <br />correction, patches, hot fixes, workarounds, replacement <br />deliveries, or any other type of Product corrections or <br />modifications. <br />"Tier 1 Help Desk" means Customer's point of <br />contact(s) to provide all Tier 1 Support within Customer's <br />organization(s). <br />"Tier 1 Support" means the Technical Support provided <br />by the Tier I Help Desk. <br />"Tier 2 Support" means the Technical Support provided <br />to the Tier I Help Desk when a Case cannot be resolved <br />through Tier 1 Support. Customer will receive Tier 2 <br />Support from Esri. <br />2.O -ADDITIONAL GRANT OF LICENSE <br />2.1 <br />Grant of License. Subject to the terms and <br />conditions of this Agreement, Esri grants to <br />Customer a personal, nonexclusive, nontransferable <br />license solely to use, copy, and Deploy quantities of <br />the Products listed in Table A—List of Products for <br />the term provided on the first page (i) for the <br />applicable Fee and (ii) in accordance with the <br />License Agreement. <br />2.2 Consultant Access. Esri grants Customer the right to <br />permit Customer's consultants or contractors to use <br />the Products exclusively for Customer's benefit. <br />Customer will be solely responsible for compliance <br />by consultants and contractors with this Agreement <br />and will ensure that the consultant or contractor <br />discontinues use of Products upon completion of <br />work for Customer. Access to or use of Products by <br />consultants or contractors not exclusively for <br />Customer's benefit is prohibited. Customer may not <br />permit its consultants or contractors to install <br />Software or Data on consultant, contractor, or third - <br />party computers or remove Software or Data from <br />Customer locations, except for the purpose of hosting <br />the Software or Data on Contractor Servers for the <br />benefit of Customer. <br />3.0 -TERM, TERMINATION, AND EXPIRATION <br />3.1 Term. This Agreement and all licenses hereunder <br />will commence on the Effective Date and continue <br />for the duration identified in the Term of Agreement, <br />unless this Agreement is terminated earlier as <br />provided herein. Customer is only authorized to use <br />Products during the Term of Agreement. For an <br />Agreement with a limited term, Esri does not grant <br />Customer an indefinite or a perpetual license to <br />Products. <br />3.2 No Use upon Agreement Expiration or <br />Termination. All Product licenses, all Maintenance, <br />and Esri User Conference registrations terminate on <br />expiration or termination of this Agreement. <br />3.3 Termination for a Material Breach. Either party <br />may terminate this Agreement for a material breach <br />by the other party. The breaching party will have <br />thirty (30) days from the date of written notice to <br />cure any material breach. <br />3.4 Termination for Lack of Funds. For an Agreement <br />with government or government-owned entities, <br />either party may terminate this Agreement before any <br />subsequent year if Customer is unable to secure <br />funding through the legislative or governing body's <br />approval process. <br />Page 3 of 5 03/03/2017 <br />125 <br />