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1.0-°-ADDITIONAL DEFINITIONS <br />In addition to the definitions provided in the Master <br />Agreement, the following definitions apply to this <br />Agreement: <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 <br />or functional performance. <br />"Deploy", "Deployed" and "Deployment" mean to <br />redistribute and install the Products and related <br />Authorization Codes within Customer's <br />organization(s). <br />"Fee" means the fee set forth in the Quotation. <br />"Maintenance" means Tier 2 Support, Product <br />updates, and Product patches provided to Customer <br />during the Term of Agreement. <br />"Master Agreement" means the applicable master <br />agreement for Esri Products incorporated by this <br />reference that is (i) found at <br />http://www.esri.com/legal/software-license and <br />available in the installation process requiring <br />acceptance by electronic acknowledgment or (ii) a <br />signed Esri master agreement or license agreement <br />that supersedes such electronically acknowledged <br />master agreement. <br />"Product(s)" means the products identified in <br />Table A —List of Products and any updates to the list <br />Esri provides in writing. <br />"Quotation" means the offer letter and quotation <br />provided separately to Customer. <br />"Technical Support" means the technical <br />assistance for attempting resolution of a reported <br />Case through error correction, patches, hot fixes, <br />workarounds, replacement deliveries, or any other <br />type of Product corrections or modifications. <br />"Tier 1 Help Desk" means Customer's point of <br />contact(s) to provide all Tier 1 Support within <br />Customer's organization(s). <br />"Tier 1 Support" means the Technical Support <br />provided by the Tier 1 Help Desk. <br />"Tier 2 Support" means the Esri Technical Support <br />provided to the Tier 1 Help Desk when a Case <br />cannot be resolved through Tier 1 Support. <br />2.0---ADDITIONAL GRANT OF LICENSE <br />2.1 Grant of License. Subject to the terms and <br />conditions of this Agreement, Esri grants to <br />Customer a personal, nonexclusive, <br />nontransferable license solely to use, copy, and <br />Deploy quantities of the Products listed in <br />Table A —List of Products for the Term of <br />Agreement (i) for the applicable Fee and (ii) in <br />accordance with the Master Agreement. <br />2.2 Consultant Access. Esri grants Customer the <br />right to permit Customer's consultants or <br />contractors to use the Products exclusively for <br />Customer's benefit. Customer will be solely <br />responsible for compliance by consultants and <br />contractors with this Agreement and will ensure <br />that the consultant or contractor discontinues <br />use of Products upon completion of work for <br />Customer. Access to or use of Products by <br />consultants or contractors not exclusively for <br />Customer's benefit is prohibited. Customer may <br />not permit its consultants or contractors to install <br />Software or Data on consultant, contractor, or <br />third -party computers or remove Software or <br />Data from Customer locations, except for the <br />purpose of hosting the Software or Data on <br />Contractor servers for the benefit of Customer. <br />3.0---TERM, TERMINATION, AND EXPIRATION <br />3.1 Term. This Agreement and all licenses <br />hereunder will commence on the Effective Date <br />and continue for the duration identified in the <br />Term of Agreement, unless this Agreement is <br />terminated earlier as provided herein. Customer <br />is only authorized to use Products during the <br />Term of Agreement. For an Agreement with a <br />limited term, Esri does not grant Customer an <br />indefinite or a perpetual license to Products. <br />3.2 No Use upon Agreement Expiration or <br />Termination. All Product licenses, all <br />Maintenance, and Esri User Conference <br />registrations terminate upon expiration or <br />termination of this Agreement. <br />3.3 Termination for a Material Breach. Either party <br />may terminate this Agreement for a material <br />breach by the other party. The breaching party <br />will have thirty (30) days from the date of written <br />notice to cure any material breach. <br />3.4 Termination for Lack of Funds. For an <br />Agreement with government or government - <br />owned entities, either party may terminate this <br />Agreement before any subsequent year if <br />Page 3 of 6 <br />November 20, 2018 <br />// <br />