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TRAINING TERMS AND CONDITIONS
esn Under Washington State Master Purchasing Agreement
Number Al l- MST -563
Esri, 380 New York St., Redlands, CA 92373.8100 USA • TEL 909 - 793.2853 • FAX 909 - 793.5953
EXHIBIT 2
AUTHORIZED ENTITY ACKNOWLEDGMENT STATEMENT
The State of Washington ( "Customer ") shall require Authorized Entities to be contractually bound to the terms of the Master
Purchase Agreement All- MST -563 by executing an Authorized Entity Acknowledgment Statement. Customer shall keep a
copy of the signed original acknowledgment for its records and forward an original to Environmental Systems Research
Institute, Inc. ( "Esri "), (to the Attention of Matthew Kleinhans, Contracts and Legal Services Department, 380 New York
Street, Redlands, California 92373 -8100 USA).
For avoidance of doubt, Licensee's use of the Training Services, Software, Data, Web Services, and Documentation is subject
to the terms of the applicable Training Agreement, License Agreement and Master Purchase Agreement.
Accordingly, WA of (AXIA _( "Authorized Entity "), as a Licensee, represents it has received and read the Master
Purchase Agreem .n' 20I OMPA7132/ All- MST -563) and understands and agrees to be bound by the terms and conditions
contained therein. Authorized Entity acknowledges and agrees that Esri may pursue remedies against Authorized Entity for
material breach by Authorized Entity of the Agreement.
No other rights are granted to Authorized Entity under this acknowledgment.
ACCEPTED AND AGREED:
0 � ri
Signature:
.ii3ifII1W ' -.
Title: Pat -?SY
Date:_JZ�� 19, 31pa
C/T L�
2010MPA7132 5/31/2011
MASTER PURCHASE AGREEMENT
qpesri- (EtI 111/2006►Under Washington Stale Master Purchasing
Agreement Number AI I- MST -563
Esri, 380 New York St., Redlands, CA 92373 8100 USA • TEL 909. 793.2853 • FAX 909. 793.5953
This Master Purchase Agreement ( "MPA" or "Agreement ") is between the governmental body ( "Customer ") identified
below, on behalf of iiself and Authorized Entities, and Environmental Systems Research institute, Inc. ( "Esri "). The
Agreement enables Customer to acquire Esri geographic information system Software, Data, Web Services, Documentation,
services, or hardware over a defined period of time.
This Agreement is comprised of the following documents:
I. Master Purchase Agreement signature page, E 11 11/06
2. State and Local MPA Terins and Conditions. E500 11/06
3. General License Ternls and Conditions. E200 4/10
4. Esri Exhibit I, Scope of Ilse, E300 10/10
5. Esri MPA Price List, E407M 4Q 10
6. Esri Client Site Training Terms and Conditions, F207 9/09
The General License Ternts and Conditions. E200 4/10 and Esri Exhibit I, Scope of Use, E300 10/10 comprise the License
Agreement no. 2010MLA7132. Revisions made to the License Agreement will carry forward to future versions of E200.
The parties acknowledge that they have read and understand this Agreement and agree to be bound by the terms and
conditions contained herein.
This Agreement constitutes the sole and entire agreement of the parties as to the subject matter set forth herein and
supersedes any previous agreements, understandings, and arrangements between the parties relating to such subject matter.
Any ntodifrcation(s) or amendments) to this Agreement must he in writing and signed by an authorized representative of
each party.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed and effective as of the last date written
below.
DEPARTMENT OF INFORMATION SERVICES
(Cusio'mierj),,
By:
Authorized Signature
Printed Name: "k. (\ IrCG:1t
Title: Tt� -E�Tb
ENVIRONM AL, TRMS ESE CH
INSTITU , I . /
(Esri)
Y
Authorizcdligna a
Printed Name:
Title: Manager, Domestic ContrS*
Date: jf — .3 0 —11 Date:
Contact: Kari Inman
Address: 1500 Jefferson Street
City, State, ZIP: Olympia, WA 984504
Customer Contact Information
SEP a i
Telephone: (360) 407 -8710
E -rail: kari@dis.wa.gov
C-11 IM Page 1 of 1 11/2006
2010M1'A7132 Tjtt 911.21311
STATE AND LOCAL MPA TERMS AND CONDITIONS
esri• (E500 11/2006)Under Washington State Master Purchasing
GAgreement Number Al 1- MST -563
Esri. 380 New York St.. Redlands. CA 92373.8 t00 USA • TEL 909.793 -2853 • FAX 909.793.5953
ARTICLE, 1— DEFINITIONS
All definitions in other parts of the MPA shall have the same meaning in tlt s Esri MI'A Terms and Conditions. In addition.
the following definitions apply to this MPA:
a. "Authorized Entity" means Washington State agencies, government institutions, and political subdivisions (e.g..
counties, cities, public utility districts) as set forth in the Interlocal Cooperation Act, chapter 39.34 RCW, authorized
by Customer to acquire Software, Data, Web Services, Documentation, or products under this Agreement and has
read and signed the Authorized Entity Acknowledgment Statement '(Exhibit 2) as required in Article 7. School
districts, federal entities and public benefit non - profits are not eligible and will enter into a separate contract with
Esri to establish an agreement designed specifically for those categories of users.
b. "License Agreement" means the General License Terms and Conditions (E200) and Exhibit I, Scope of Use
(E300).
c. "Licensee" means the entity permitted to access and use Software, Data, Web Services and Documentation.
"Licensee" means the Authorizcd Entity or Customer
AR'T'ICLE 2 —TERM OF AGREEMENT
Licensee's right to purchase under this Agreement shall remain in effect for two (2) years from the effective date unless
terminated earlier as set forth in Article 5— Termination; Cancellation. The term may be extended upon mutual written
agreement. The term of any Software. Data, or Web Services licenses ordered through this Agreement shall be as stated in the
License Agreement.
ARTICLE 3— PRODUCT OFFERINGS
3.1 Discontinued Items. Esri may, at its sole discretion, discontinue offering any Software, Data, Web Services,
Documentation, or other product and services included in this Agreement at any time upon reasonable written notice.
3.2 New Items. Esri may, at its sole discretion, offer new Software, Data, Web Services, Documentation, hardware, services,
or larger quantity discount pricing by providing written notice. Esri may require additional license terms prior to use of new
Software, Data, Web Services, Documentation, hardware, or services. Such notice shall become part of this Agreement upon
0) ordering Software, Data, Documentation, Web Services, hardware, or services covered by the notice or (ii) thirty (30) days
after Licensee's receipt of notice, whichever is sooner. Licensee may object in writing to the terms of the notice prior to the
occurrence of (i) or (ii). Any objections or changes to the terms in the notice shall require written agreement of both parties.
ARTICLE 4 —GRANT OF LICENSE AND SCOPE OF USE
The license grant and permitted uses specified in Article 3 and Article 4 of the License Agreement are restricted to use within
the United States of America, its possessions, and territories. For Internet mapping Software, the server must be located
within the United States of America, its possessions, and territories.
ARTICLE 5— TERMINATION; CANCELLATION
5.1 Termination
a. Termination for Convenience. This Agreement may be terminated by either party upon forty -five (45) days' written
notice. Esri, at its sole election, may terminate the right of any Authorized Entity to participate in this Agreement in
accordance with tl»s provision without terminating this Agreement with respect to Customer or any other Authorized
Entity. Esri will notify Customer when an Authorized Entity is terminated.
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2010MPA7132 Tjl1 9.21.2011
b. Termination for Breach. Without prejudice to any other right or remedy available, this Agreement may be terminated
for breach provided the breaching party is given forty -five days' written notice and opportunity to cure. If a breach is
caused by Licensee's disclosure of any trade secret or other information proprietary to Esri in breach of this Agreement,
termination of this Agreement shall be effective upon wrinen notice to Customer. Esri, at its sole election, may terminate
the right of any Authorized Entity to participate in this Agreement in accordance with this provision without terminating
this Agreement with respect to Customer or any other Authorized Entity. Termination of the License Agreement with a
Licensee shall be conducted in accordance with Article 5 —Term and Termination of the E200 General License Terms
and Conditions.
c. Termination for Withdrawal of Authority. In the event that the authority of (lie Customer to perform any of its duties
is withdrawn, reduced, or limited in any way after the commencement of this Agreement and prior to normal completion,
the Customer may tertunate this Agreement under the Termination for Convenience section. No penalty shall accrue to
the Customer for exercising its rights under this section. This section shall not be construed to permit the Customer to
terminate this Agreement to acquire similar products from a third party. Effective October I, 2011 Customer's interest in
this Agreement will be assigned to the Department of Enterprise Services (See ESSB5931). Thereafter, by mutually
signed written amendment only, Customer may assign its rights and responsibilities under this Agreement; provided that
such assignee is bound by the terms of this Agreement and has the authority to enter into an Agreement on behalf of (lie
Authorized Entities.
d. Termination for Non - Allocation of Funds. If funds are not allocated to continue this Agreement in any future period,
the Customer may terminate this Agreement and will not be obligated to procure additional products. For avoidance of
doubt, the Customer and /or the Authorized Entities are not obligated to procure a minimum quantity or minimum dollar -
value of products to maintain this Agreement.
e. Termination for Conflict of Interest. Customer may terminate this Agreement by written notice to F..sd if Customer
determines, after due notice and examination, that any party has violated chapter 42.52 RCW, Ethics in Public Service or
any other laws regarding ethics in public acquisitions and procurement and performance of contracts.
f. Licensee Obligations Upon Termination. On termination of this Agreement. all accounts and payments will be
processed according to financial arrangements set forth herein for performance rendered to the date of termination. After
termination, Licensee shall no longer be permitted to place orders under this Agreement.
g. License Survival. Upon expiration of this Agreement or voluntary termination of this Agreement for the convenience of
Licensee, Licensee may continue to retain and use such licensed Software, Data, Web Services, and Documentation in
accordance with the License Agreement. Licensee may then directly and separately contract for Software maintenance
pursuant to the applicable procurement authority.
5.2 Cancellation of an Order. Purchase orders may be canceled by Licensee in whole or in part, upon forty -five (45) days'
written notice to Esri. There will be no cancellation charge for canceled Software, Data, or Documentation unless such
Software, Data, or Documentation has been delivered. If the Software, Data, or Documentation has been shipped, the
cancellation will require Licensee payment of return shipping costs. Licensee has the right to cancel hardware purchases
forty -five (45) days prior to scheduled delivery without cost. After hardware delivery or within forty -five (45) days of
scheduled delivery, cancellation of the hardware purchase is subject to a manufacturer cancellation charge not to exceed
thirty -five percent (35%) of hardware list price unless payment is not required under a different section of the Agreement
such as Termination for Non Allocation of Funds. There are no refunds for cancellation of a subscription or maintenance if
the term for the subscription or maintenance has started.
ARTICLE 6— FUNDING; NO MINIMUM PURCHASE,
6.1 Funding. Where the financial obligations of Licensee payable after the current fiscal year are contingent upon funds
being appropriated, budgeted, or otherwise made available, and the funds are not appropriated or otherwise made available,
thus Agreement may be termnated as set forth in Article 5.
6.2 No Minimum Purchase. Neither the Customer nor the Authorized Fatuity is required to make a minimum purchase under
this Agreement.
ARTICLE 7— ORDERS
7.1 Licensee Purchase Orders. The Customer shall issue purchase orders to Esri for Software, Data, Web Services,
Documentation, services, or hardware based on the pricing specified in this Agreement on behalf of Authorized Entities.
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2010MPA7132 Tje 9.21.2011
Customer slx►uld confirm hardware pricing and model availability with Esri prior to the Customer placing a purchase order.
The terms and conditions of this Agreement shall govern all orders issued by the Customer and will flow through to the
Licensee. Customer is only responsible to provide access to the most current copy to Licensee. Customer is not liable for
Licensee compliance. Any additional or different terns included with an order shall require approval by Esri via a written
modification to this Agreement to be binding. F.sri will not take any orders directly from Authorized Entities for this
Agreement. Esri shall accept Customer purchase orders as order documents only from Customer. Properly completed
purchase orders must be processed by Esri within five (5) business days of receipt of purchase order. For order documents
that are not properly completed. Esri will endeavor to notify Customer of those errors widtin two (2) business days. Once
Customer corrects order document errors and submits corrected order documents to Esri, Esri must use corrected orders to
submit orders within five (5) business days of receipt of the corrected order. Esri shall accept only purchase orders
originating from Customer.
Prior to any purchase by Customer on behalf of an Authorized Entity, Customer shall provide each such Authorized Entity
with a copy of the Authorized Entity Acknowledgment Statement (Exhibit 2). Such Authorized Entity is required to return a
signed Authorized Entity Acknowledgment Statement to Customer and Customer will then send a copy to Esri with each
purchase order.
7.2 Purchase Order Requirements. The following information shall be included in each purchase order:
a. Name or identification of Licensee, place of delivery, and the end user name and contact information
b. Purchase order number
c. Date delivery is requested (minimum thirty (30] days after Esri receipt of order)
d. Primary site for riminienance if primary maintenance is not ordered
e. Quantity, description, and unit price
f. On tlx: trace of the purchase order, print the following statement: "Subject to Master Purchnse Agreement
No. 2010MPA7132. No other terms shall apply."
g. A signed copy of the Authorized Entity Acknowledgment Statement.
7.3 Additional Quotes. Licensee may request a quote for any new or unlisted Software, Data, Web Services, services, or
hardware and issue a purchase order under this Agreement. Esri may require additional license terms for use of the new or
unlisted Software, Data, Web Services, services, or hardware.
7.4 Authorized Entity. An Authorized Entity may order oracquire Software, Data, Web Services. Documentation,
hardware, services, or maintenance subject to this Agreement. Authorized Entities will be required to assent to the terns of
this Agreement. Esri shall not fill any purchase orders that do not adequately provide the information identified in section 7.2.
6.5 Registration/Keycode Request. To activate Software subject to a License Manager, Licensee may be required to
register or obtain a keycode through Esri's Web site at myEsri.com or through Rid's Customer Service Department.
ARTICLE 8-- INDIVIDUAL CUSTOMER
Each Authorized Entity shall follow the terms and conditions of the License Agreement as documented in the Authorized
Entity Acknowledgment Statement and all applicable licenses: and they will have the same rights and responsibilities for
their purchases as the Customer, including but not limited to, any indemnity or to recover any costs allowed in the contract
for their purchases. Fach Authorized Entity will be responsible for its own charges, fees, and liabilities. The Contractor will
apply the charges and invoice to each Authorized Entity individually.
ARTICLE 9— PRICING
9.1 Pricing. Esri will provide Software, Data, Web Services, Documentation, maintenance, and support specified at die
prices incorporated into this Agreement. The specified prices stated in the incorporated Esri Price List are exclusive of
shipping, installation, and applicable taxes. Esri may update the pricing no more than twice each calendar year upon at least
forty five days prior written notice to Customer..which shall include an updated Price List. Esri may elect to adjust the
discounted price level, should total orders for licenses, training, consulting, or custom application development not exceed
fifty thousand dollars ($50,000.00) per year or one hundred thousand dollars ($100.000.00) for any two (2)-year period.
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2010MPA7132 TjB
9.21.201 I
9.2 Hardware. Hardware purchases will be processed in accordance with procedures in Article 12, Hardware Purchases. Esri
is subject to hardware vendors' price fluctuations; however, Esri shall provide a firm quote for hardware valid for sixty (60)
to ninety (90) days upon written request. Prior to placing orders, Licensee shall confirm delivery dates with F.sri's hardware
manager, at the contact information provided below:
Name: Dean Vanier
Address: 180 New York St Redlands, California 92373
Phone: 909.793.2853 ext 4441
Email: (igarncrCa esri.com
9.3 Invoicing. The Authorized Entity will place the order will) Customer; Esri will only accept orders from Customer and not
directly from an Authorized Entity. Esri will provide a spreadsheet with the discounted pricing for Customer within 30 days
of the Effective Date and no more than once each calendar quarter. Customer will post the pricing on its websile after
including an additional 1% contract fee, to he collected by Customer.
In general, the pricelist will reflect a discount of 14 %. In some instances (identified by "" on the pricelist), the 14% discount
does not apply due to a pricing conflict with Esri's GSA schedule. Esri will offer these products to Customer at Esri's GSA
equivalent price. Products which incur extensive royalties or other costs (identified by""" on the pricelist) to Esri will not
be discounted, but will he available for purchase by the Customer at Esri's Commercial List Price.
9.4 Training Services. Training will be provided in accordance with the policies defined under "Education and Training" at
www.csri.coni and the Esri Client Site Training Terms and Conditions (8207) incorporated herein. Training prices are
subject to annual escalation, not to exceed seven and one -half percent (7.570) in January of each year.
9.5 Freight. Freight terms are FOB Origin with freight charges prepaid and added to the invoice. Standard shipping is by
Iwo (2)-day air via UPS or equivalent carrier. Expedited express delivery for Software can be arranged. Shipping and handling
charges may be confirmed in advance; the Esri invoicing program will incorporate the current fees automatically. There may
be periodic changes due to fluctuations in the transportation industry fees.
9.6 Overpayment. to Esri. Esri shall refund to Customer the full amount of any erroneous payment or overpayment under
this Agreement within thirty (30) days' written notice.
9.7 Advance Payment Prohibited. No advance payment except for maintenance or subscription based Term Licenses shall
be made for the products famished by Esri under this Agreement. Maintenance or subscription based Term Licenses shall be
billed no more than twelve months in advance of the effective date.
ARTICLE 10— MAINTENANCE
Esri will provide maintenance. comprised of updates and technical support as specified in the latest software maintenance
program found on the Esri Web site at http: / /esri.com/legal /maintenance.
Maintenance is generally offered on an annual basis. Upon expiration of any complimentary maintenance year or any
subsequent maintenance term, Licensee may issue a purchase order under this Agreement for renewal of maintenance at tite
terms and pricing then in effect. Upon acceptance of an Esri quotation, the purchase order shall be issued in advance or no
later than concurrent with the start of the present maintenance term. If maintenance lapses, Licensee must pay maintenance
reinstatement fees equivalent to the amount of back maintenance fees that would have been due from the end of the last
maintenance period to the reinstate of maintenance.
ARTICLE 11 —TERMS OF COMPENSATION AND ACCEPTANCE
11.1 Terns of Compensation. Software, Data, Documentation, and hardware will be invoiced one - hundred percent (1000)
upon receipt. Web Services will be invoiced one - hundred percent (1000) upon issuance of access codes. Software and
hardware installation and training services, as applicable, will be invoiced upon completion. Licensee agrees to pay each
invoice in full within thirty (30) days of receipt of a valid invoice. Any payment made in advance is made in good faith that
Esri will successfully perform its obligations according to the applicable warranty section or Maintenance terms.
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201OMPA7132 Till 9.21.2011
11.2 Acceptance. Unless rejected in writing, acceptance of any shipment of Software, Data, Documentation, and hardware
shall be presumed to have occurred fifteen (15) days after shipment by Esri. Acceptance of Web Services occurs upon
issuance of access codes. If Esri installation is ordered, acceptance occurs upon completion of Esri Software installation and
testing, unless rejected in writing.
11.3 Rejection of Order. Esri may reject any purchase order if Licensee fails or refuses to pay any license or service fee due
and payable.
ARTICLE 12— HARDWARE PURCHASES
12.1 Hardware Purchase Procedures. Esri is a value -added hardware reseller. Licensee acknowledges that Esri is restricted
from selling hardware to any user who has not licensed Software.
Esri shall provide hardware prices by written quotation prior to issuance of an order. Esri will order hardware upon receipt of
Licensee's purchase order.
12.2 Responsibilities
a. Licensee Responsibilities. Licensee shall designate a person to act as its system administrator. Prior to the start date for
installation, Licensee shall, at its own expense, prepare the designated site in accordance with the hardware
manufacturer's or third party vendor's ( "Vendor's ") specifications. These preparations shall include installation of
appropriate electrical wiring, air conditioning, healing, humidity control, lighting, and space for hardware components.
b. Esri Responsibilities. Esri shall coordinate the shipping, insurance, and delivery of the various hardware components
including communication with Licensee regarding appropriate logistics.
12.3 Manufacturer's Warranty and Infringement Indemnity. Esri will pass through any hardware warranty and
infringement indemnity from each respective manufacturer directly to Licensee. The Vendors hardware is not designed for
use in fail -safe environments or mission- critical applications such as, but not limited to, running nuclear operations,
airporUaircrah control systems, or 911 emergency and life support response systems.
THE WARRANTIES AND INDEMNITIES SET FORTH IN THIS SECTION 12.6 FOR HARDWARE ARE IN LIEU OF,
AND THIS AGREEMENT EXCLUDES, ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, ORAL OR WRITTEN.
INCLUDING, WITHOUT LIMITATION. (i) ANY WARRANTY THAT THE HARDWARE IS FAULT -FREE, WILL
OPERATE WITHOUT INTERRUPTION, OR IS COMPATIBLE WITH ALL EQUIPMENT AND SOFTWARE
CONFIGURATIONS: AND (ii) ANY AND ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, NONINTERFERENCE, SYSTEM INTEGRATION, AND NONINFRINGEMENT.
ARTICLE 13-- GENERAL PROVISIONS
13.1 Order of Precedence. The General Provisions and Limitations of Liability provisions of the License Agreement shall
apply to the entire Agreement unless specifically stated otherwise and are supplemented by the provisions set forth in thus
Article 13. In the event of a conflict between the terms of documents in this Agreement, the documents will have the
following precedence: (i) Fsri MPA Terms and Conditions (F.500), (ii) the License Agreement, (iii) the Customer Software,
Technical Data, and Assistance License Addendum, and (iv) the Fsri Client Site Training Terms and Conditions.
13.2 Notice. Notice required or contemplated by either party must be delivered in person or by courier, express mail,
facsimile, or postage - prepaid certified or registered airmail addressed to the party for whom it is intended at the address
specified herein. Either party may change its address by giving prompt written notice to the other party of the change.
Licensee Contact:
Esri Contact:
See signature page (E111) Manager, Contracts and Legal Services
Fsri
380 New York Street
Redlands. CA 92373 -8100
Phone: 909- 793 -2853
Fax: 909-307-3020
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201OMPA7132 rj11 9.21.2011
GENERAL LICENSE TERMS AND CONDITIONS
• (E200 04/19/2010)
Qsr�� Under Washington State Master Purchasing Agreement
VV Number A I1- MST -563
Esri, 380 New York St., Redlands, CA 92373.8100 USA • TEL 909- 793.2853 • FAX 909.793.5953
ARTICLE, I— DEFINITIONS
Definitions. The terms used are defined as follows:
a. "Beta" means any alpha, beta, or prerelease Software, Data, Documentation, or Web Services.
b. "Data" means any Esri or third -party digital daiasei(s) including, but not limited to, geographic vector data
coordinates, raster, reports, or associated tabular attributes, licensed under this License Agreement.
c. "Documentation" means all printed and digital materials including, but not limited to, help files, user reference
documentation, training documentation, or technical information and briefings.
d. "Samples" means sample code., sample applications, add -ons, or sample extensions of Software, Data,
Documentation, or Web Services.
c. "Software" means all or any portion of Esri's proprietary software technology accessed or downloaded front an Esri
authorized Web site or delivered on any media in any format including backups, updates, service packs, patches, hot
fixes, or permitted merged copies.
f. "Term License" means licenses provided for use in a limited time period or on a subscription or transaction basis.
g. "Web Services" means software services or Esri or third -party data provided by Esri that perform geographic
information system (GIS) functions, tasks, or data services and are accessed over the Internet.
ARTICI..E 2- -INTELLECTUAL PROPERTY RIGHTS AND RESERVATION OF OWNERSHIP
Software, Daut, Web Services, and Documentation are licensed and not sold. Esri and its licensors own Software, Data, Web
Services, Documentation, and all copies, which arc protected by United States and applicable international laws, treaties, and
conventions regarding intellectual property and proprietary rights including trade secrets. Licensee agrees to use reasonable
means to protect Software, Data, Web Services, and Documentation from unauthorized use, reproduction, distribution, or
publication. Esri and its third -party licensors reserve all rights not specifically granted in this License Agreement including
the right to change and improve Web Services.
ARTICLE 3 —GRANT OF LICENSE
3.1 Grant of License. Subject to the terms of this License Agreement, Esri grants to Licensee a personal, nonexclusive,
nontransferable license solely to
a. Use the type and number of copies of Software, Data, and Documentation and access Web Services (i) for which the
applicable license fees have been paid. (ii) for Licensee's own internal use, and (iii) in accordance with Exhibit I and
the licensed configuration on file as authorized by Esri,
b. Access and use any secure Esri Web site resources made available to Licensee for Licensee's own internal use,
provided that Licensee follows Esri's terms of use policy specified therein. All password or controlled access
information provided by Esri shall be treated as Esri confidential information.
3.2 Beta License. Licensee may be accepted into a current Beta Testing Program.
a. If Licensee is accepted into the Beta Testing Program, Esri will provide to Licensee access to Beta and will grant
Licensee a personal, nonexclusive, nontransferable, royalty -free Term License to use Beta at the authorized and
identified test sites solely for the purpose of testing Beta as delivered, in accordance with the Beta Testing Program
guidelines and the terms of this License Agreement. This grant of license is effective from the date Licensee is
accepted into the program or date of receipt of any Beta until the date of the commercial release of Software from
Esri Customer Service or the date of ternunation of the Beta Testing Program for the specific Beta, whichever is
sooner.
b. Licensee agrees to provide suggestions or comments regarding; performance, usability or effectiveness, bug reports,
test reports, or other feedback (collectively, "Feedback ") to Esri with respect to Beta.
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c. Licensee grants to Esri the right to freely use, share, disclose, reproduce, license, distribute and otherwise publicly
display and perform any Feedback provided to Esri by Licensee. Licensee will not provide Feedback that Licensee
knows or reasonably should have known contains content subject to license or use restrictions.
d. Beta and Feedback contain confidential information and trade secrets that are proprietary to Esri. To the extent
permitted by law. Licensee agrees to use commercially reasonable means (at least as great as those used by Licensee
for its own confidential information) to maintain the integrity, confidentiality, and Esri proprietary rights in Beta and
Feedback. Licensee may not share or release Feedback or results of Beta testing with any third party.
e. Beta is subject to change prior to its commercial release or may never he commercially released. Licensee
acknowledges that Beta is not suitable or licensed for full use in any production system and accepts all responsibility
for use and any results generated.
3.3 Evaluation License. Esri may from time to tine offer Term License(s) for Software, Data, Web Services, or
Documentation for Licensee's evaluation only.
3.4 Consultant or Contractor Access. Subject to Section 3. 1, Esri grants Licensee the right to provide access to and use of
Software, Data, Web Services, or Documentation to any consultant or contractor of Licensee exclusively for the benefit of
Licensee. Licensee shall be solely responsible for compliance by consultants and contractors with this License Agreement.
Access to or use of Software, Data, Web Services, and Documentation by consultants or contractors not exclusively for the
benefit of Licensee is prohibited.
ARTICLE "COPE OF USE
4.1 Permitted Uses
a. Licensee may install and store Software, Data, and Documentation on electronic storage device(s).
b. Licensee may make one (1) copy of Software, Data, and Documentation for archival purposes. Licensee may make
routine computer backups.
c. Licensee may customize Software using any (i) macro orscripting language. (ii) published application programming
interface (API), or (iii) source or object code libraries, but only to the extent that such custornization is described in
Documentation.
d. Licensee may use, copy, or prepare derivative works of Documentation supplied in digital format and thereafter
reproduce, display, and redistribute the customized documentation only for Licensee's own internal use. Portion(s) 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 arc
used herein under license. Copyright (D (Inseri the actual copyright dale(s)front the source materials] Esri and its
licensors. All rights reserved."
c. As part of Licensee's own internal use, Licensee may provide its maps and digital images to other agencies of state
government and other tax - supported entities, provided no one other than the Licensee has access to the Software, Data,
Web Services or Documentation without prior written permission from Esri. .
4.2 Uses Not Permitted
a. Except as provided herein, Licensee shall not sell, rent, lease, sublicense, lend, assign, or time -share Software, Data,
Web Services, or Documentation. Licensee shall not act as a service bureau or commercial application service provider
(ASP) that allows third -party access to Software, Data, Web Services, and Documentation. Except as mutually agreed to
in a written amendment for a specific product, Licensee shall not use Software, Data, Web Services, or Documentation
for a site or service and operate the site or the service for a profit or generate revenue through direct or indirect methods
(e.g., advertising or by charging for access to the site or service).
b. Except as provided herein, Licensee shall not redistribute Software, Data, or Web Services to third parties, in whole or in
part, including, but not limited to, extensions, components, or DLLs.
c. Licensee shall not reverse engineer, decompile, or disassemble Software, Data, Web Services, or Documentation except
to the extent that such activity is expressly permitted by applicable law notwithstanding this restriction.
d. Except to the extent that applicable law prohibits this restriction, Licensee shall not make any attempt to circumvent the
technological measures) that controls access to or use of Software, Data, Web Services, and Documentation.
E2(N)M Page 2 tX 6 04/19/2010
2010MU7 132 TJB 9.21.2011
c. Fxcept as provided herein, Licensee shall not redistribute Software activation number(s), registration number /license
authorization file(s), developer license file(s), or Web Services access codes to third parties. For avoidance of doubt, tlis
does not preclude Customer or a broker used by Customer to procure Software, Data, Web Services, and Documentation
on behalf of Authorized Entities.
f. licensee shall not use Software or Web Services to transfer or exchange any material where such transfer or exchange is
prohibited by intellectual property laws or any other applicable laws.
g. Licensee shall not remove or obscure any Esri or its licensors' patent, copyright, trademark, or proprietary rights notices
contained in or affixed to Software, Data, Web Services, or Documentation.
h. Licensee shall not unbundle: individual or component parts of Software or Data for independent use.
i. After a reasonable transition period, Licensee shall not use an older version of the Software that Licensee has updated to
a newer version. Licensee shall not use more Software licenses at any given time than the total quantity in Licensee's
licensed configuration on file with Esri.
ARTICLE 5— 'PERM AND TERMINATION
This License Agreement is effective upon acceptance. This License Agreement and any licenses granted hereunder shall
continue until (i) such time that Licensee elects in writing to discontinue use of Software. Data, Web Services, or
Documentation and terminates the license. (ii) expiration of a Term License; or (iii) either party terminates the license for a
material breach that is not cured within ten (10) days of written notice to the other party, except that termination is immediate
for a material breach of a nature that is impossible to cure. Upon termination of a license. Licensee shall (i) cease access and
use of Web Services and clear Web Services client -side data cache and (ii) cease use, uninsiall, remove, and destroy all
Software, Data, and Documentation and any whole or partial copies, modifications, or merged portions in any form and
execute and deliver evidence of such actions to Esri.
ARTICLE 6— LIMITED WARRANTIES AND DISCLAIMERS
6.1 Limited Warranties. Except as otherwise provided in this Article 6, Esri warrants that (i) the unmodified Software will
substantially conform to the published Documentation and (ii) media on which the Software, Data. and Documentation are
provided will be free from defects in materials and workmanship under normal use and service for a period of
ninety (90) days from the date of receipt.
6.2 Data and Web Services Disclaimer. Data .urd Web Services may contain sonic nonconfornities, defects, errors, or
omissions. THE DATA AND WEB SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND.
Without limiting (lie generality of the preceding sentence. Esri and its licensors do not warrant that Data and Web Services
will meet Licensee's needs or expectations, that the use of Data and Web Services will be uninterrupted, or that all
nonconformities can or will be corrected. Fsri and its licensors are not inviting reliance on Data or Web Services, and
Licensee should always verify actual Data or Web Services.
6.3 Special Disclaimer. SAMPLES, HOT FIXES, PATCHES, EVALUATION SOFTWARE., AND BETA ARE
DELIVERED "AS IS" WITHOUT WARRANTY OF ANY KIND. LICENSEE ASSUMES ALL RISK AS TO THE
QUALITY AND PERFORMANCE OF THE SAMPLES, HOT FIXES, PATCHES, EVALUATION SOFTWARE, AND
B ETA.
6.4 Internet Disclaimer. THE PARTIES EXPRESSLY ACKNOWLEDGE AND AGREE THAT THE INTERNET IS A
NETWORK OF PRIVATE AND PUBLIC NETWORKS AND THAT (i) THE INTERNET IS NOT A SECURE
INFRASTRUCTURE, (ii) THE PARTIES HAVE NO CONTROL OVER THE INTERNET, AND (iii) NONE OF THE
PARTIES SHALL BE LIABLE FOR DAMAGES UNDER ANY THF,ORY OF CAW RELATED TO THE
DISCONTINUANCE OF OPERATION OF ANY PORTION OF THE INTERNET OR POSSIBLE RF,GULATION OF
TH E INTERNET THAT MIGHT RESTRICT OR PROHIBIT THE OPERATION OF THE WEB SERVICE.
6.5 General Disclaimer. EXCEPT FOR THE ABOVE EXPRESS LIMITED WARRANTIES, ESRI DISCLAIMS ALL
OTHER WARRANTIFS OR CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT
NOT LIMITED TO, WARRANTIES OR CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE, SYSTEM INTEGRATION, AND NONINFRINGEMENT OF INTELLECTUAL PROPERTY
RIGHTS. ESRI DOES NOT WARRANT AND DISCLAIMS THAT SOFTWARE, DATA, WEB SERVICES, OR
DOCUMENTATION WILL MEET LICENSEE'S NEEDS; THAT LICENSEE'S OPERATION OF THE SAME WILL BE
ENOM Page 3 of ( 04/19/2010
2010Mt.A7132 TIB 9.21.2011
UNINTERRUPTED. ERROR -FREE, FAULT-TOLERANT, OR FAIL- SAFF,; OR THAT ALI. NONCONFORMITIES
CAN OR WILL BE CORRECTED. SOFTWARE. DATA, WEB SERVICES. AND DOCUMENTATION ARE NOT
DESIGNED, MANUFACTURED, OR INTENDED FOR USE IN ENVIRONMENTS OR APPLICATIONS THAT MAY
LEAD TO DEATH, PERSONAL INJURY, OR PHYSICAL PROPERTY /ENVIRONMENTAL DAMAGE. ANY SUCH
USE SHALL, BE AT LICENSEE'S OWN RUSK AND COST.
6.6 Exclusive Remedy. Licensee's exclusive remedy and Esri's entire liability for breach of the limited warranties set forth in
this Article 6 shall be limtitcd, at Esri's sole discretion, to (i) replacement of any defective media; (ii) repair, correction, or a
workaround for Software subject to the Esri Maintenance Program found at www.csri.corn/Ie gall /mairitenance.html; or
(iii) return of the license fees paid by Licensee for Software or Documentation that does not meet Esri's limited warranty,
provided that L.icensec uninslalls, removes, and destroys all copies of Software or Documentation and executes and delivers a
letter stating the actions taken to uninstall and remove to Esri.
ARTICLE 7— LIMITATION OF LIABILITY
7.1 a Disclaimer of Certain Types of Liability. ESRI AND ITS LICENSORS SHALL NOT BE LIABLE TO
LICENSEE FOR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES: LOST PROFITS, LOST
SALES, OR BUSINESS EXPENDITURES. INVESTMENTS; BUSINESS COMMITMENTS; LOSS OF ANY
GOODWILL; OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT
OF OR RELATED TO THIS LICENSE AGREEMENT OR USE OF SOFTWARE, DATA, WEB SERVICES, OR
DOCUMENTATION, HOWEVER CAUSED ON ANY THEORY OF LIABILITY, WHETHER OR NOT ESRI OR ITS
LICENSORS HAVE BEEN ADVISED OFTHE POSSIBILITY OF SUCH DAMAGE. THESE LIMITATIONS SHALL
APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
7.1 b EXCEPT FOR LICENSEE'S INFRINGEMENT OR MISAPPROPRIATION OF ESRI'S OR ESRI'S
LICENSORS' INTELLECTUAL PROPERTY RIGHTS, IN NO EVENT SHALL LICENSEE BE LIABLE FOR
CONSEQUENTIAL, INCIDENTAL. INDIRECT. OR SPECIAL DAMAGES ARISING OUT OF OR RELATED TOTHIS
AGREEMENT.
7.2 a General Limitation of Liability. EXCEPT AS PROVIDED IN ARTICLE 8— INFRINGEMENT INDEMNITY
ESRPS TOTAL CUMULATIVE LIABILITY HEREUNDER TO LICENSEE, FROM ALLCAUSES OF ACTION OF
ANY KIND, INCLUDING. BUT NOT LIMITED TO, CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT
LIABILITY, BREACH OF WARRANTY, MISREPRESENTATION, OR OTHERWISE, SHALL NOT EXCEED THE
AMOUNTS PAID BY LICENSEE FOR SOFTWARE, DATA, WEB SERVICES, OR DOCUMENTATION PURSUANT
TO THIS LICENSE AGREEMENT.
7.2 b EXCEPT FOR DAMAGES FOR LICENSEE'S INFRINGEMENT OR MISAPPROPRIATION OF ESRI OR ITS
LICENSOR'S INTELLECTUAL PROPERTY RIGHTS, LICENSEE'S BREACH OF ARTICLE 3 -GRANT OF LICENSE,
ARTICLE 4 -SCOPE OF USE, ARTICLE 9.3- EXPORT CONTROL REGULATIONS. IN NO EVENT WILL LICENSEE'S
TOTAL CUMULATIVE LIABILITY HEREUNDER, FROM ALL CAUSES OF ACTION OF ANY KIND EXCEED THE
AMOUNTS PAID AND /OR OWED TO ESRI BY LICENSEE FOR SOFTWARE, DATA, WEB SERVICES OR
DOCUMENTATION PURSUANT TO THIS LICENSE AGREEMENT.
7.3 Applicability of Disclaimers and Limitations. Licensee agrees that the limitations of liability and disclaimers set forth
in this License Agreement will. apply regardless of whether Licensee has accepted Software, Data, Web Services, or
Documentation or any other product or service delivered by Esri. The parties agree that Esri has het 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.
Iz20UM Page 4 of 6 04119/2010
20.10MLA7112 TjE3 9.21.2011
ARTICLE 8— iNFRiNGEMF.N'r INDEMNITY
8.1 Esri shall defend, indemnify, and hold harmless Licensee from and against any loss, liability, cost, or expense, including
reasonable attorneys' fees, which may he incurred by Licensee against any claims, actions. or demands by a third party
alleging that Software infringes a U.S. patent, copyright, or trademark. provided
a. Licensee promptly notifies Esri in writing of the claim;
b. Licensee provides documents clearly describing the allegations of infringement;
c. The Licensee uses best efforts to encourage the Office of the Washington Auomcy General to provide approval to
Esri to defend Licensee, which a decision shall be timely given so as not to preiudice Esri's ability to defend the
claim.
d. Upon approval by the Office of the Washington Attorney General, Esri will have sole control of the defense of any
actions and negotiations related to the defense or seulennent of any claim and will provide updates to the Office of
the Washington Attorney General, as may he reasonably requested by Licensee; and
e. Licensee cooperates fully in the defense of the claim.
8.2 If Software is found to infringe a U.S. patent, copyright. or trademark, Esri, at its own expense, may either (i) obtain .
rights for Licensee to continue using Software or (ii) modify the allegedly infringing elements of Software while maintaining
substantially similar software functionality or daw/informational content. If neither alternative is commercially reasonable.
the infringing iteun(s) shall be returned to Esri, the license shall terminate, and Licensee shall uninstall the infringing items.
Esri's entire liability shall then be to indemnify Licensee pursuant to Section 8.1 and to refund license fees paid by Licensee
for the infringing item(s), prorated on a five (5) -year, straight -line depreciation basis beginning from the initial date of
delivery.
8.3 Esri shall have no obligation to defend Licensee or to pay any resulting costs, dainages, or attorneys' fees for any claims
or demands alleging direct or contributory infringement of Software by (i) the combination of or integration with a product.
process, or system not supplied by Esri; ('ii) material alteration by anyone other than Esri or contractors acting on behalf of
Esri; (iii) use after Licensee has been notified of possible infringement; (iv) use after modifications are provided or a return is
ordered by Esri under Section 8.2, or (v) Esri is not granted sole control of the defense as required in 8.1.
8.4 In no event shall the indemnification set forth in this Article 8 apply to any Samples, Beta, or evaluation software
delivered hereunder.
THE FOREGOING STATES THE ENTIRE OBLIGATION OF ESRI WITH RESPECT TO INFRINGEMENT OR
ALLEGATION OF INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.
ARTICLE 9— GENERAL PROVISIONS
9.1 Future Orders/Updates. New or updated Software, Data, Web Services, and Documentation may require additional or
differing terms for use. New or updated Software, Data, Web Services, and Documentation shall be governed by the then -
current Esri license terms and conditions. Updated versions of the license terms and conditions will he available on Esri's
Web site, included with a quote, or included with the deliverable Software, Data, Web Services, or Documentation.
9.2 Export Control Regulations. Licensee expressly acknowledges and agrees that Licensee shall not export, reexport,
transfer, or release Software. Data. Web Services, or Documentation, in whole or in part, to (i) any U.S. embargoed country
(or to a national or resident of any U.S. embargoed country); (it) any person on the U.S. Treasury Department's list of
Specially Designated Nationals; (iii) any person or entity on the U.S. Commerce Department's. Denied Persons List, Entity
List, or Unverified List; or (iv) any person or entity where such export or reexport violates any U.S. export control laws or
regulations including, but not lintiied to, the terms of any export license or license exemption and any amendments and
supplemental additions to U.S. export laws as they may occur from time to time.
9.3 Taxes and Fees, Shipping Charges. License fees quoted to Licensee are exclusive of any and all taxes or fees.
including, but not limited to, sales tax, rise tax, value -added tax (VAT), customs, duties. or tariffs, and shipping and handling
charges.
E200M Page 5 d6 0411 W20 10
?010Mt.A7132 TjB 9.21.2011
9.4 No Implied Waivers. The failure of either party to enforce any provision of this License Agreement shall not he 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 he unenforceable for any
reason, such provision shall be reformed only to the extent necessary to make the intent of the language enforceable.
9.6 Successor and Assigns. licensee shall not assign, sublicense. or transfer Licensee's rights or delegate its obligations
under this License Agreement without Esri's prior written consent, and any attempt to do so without consent shall be void.
This License Agreement shall he binding upon the respective successors and assigns of the parties to this License Agreement.
Notwithstanding, a government contractor that has acquired Software, Data, Web Services, or Documentation wider contract
to the government may assign this License Agreement to its government customer upon written notice to Esri, provided the
government customer assents to the terms of this License Agreement.
9.7 Survival of Terms. The provisions of Articles 2, 5, 6, 7, 8, and 9 of this License Agreement shall survive the expiration
or termination of this License Agreement.
9.8 Equitable Relief. Licensee agrees that any breach of this License Agreement by Licensee may cause irreparable damage
and that, in the event of such breach, in addition to any and all remedies at law, Esri shall have the right to seek an injunction,
specific performance, or other equitable relief in any court of competent jurisdiction without the requirement of posting a
bond or undertaking or proving injury as a condition for relief.
9.9 Reserved.
9.10 Governing Law, Arbitration. This License Agreement shall be governed by and construed in accordance with the laws
of the State of Washington, venue in Thurston County, without reference to conflict of laws principles, except that U.S.
federal law shall govern in matters of intellectual property. Except as provided in Section 9.8, any dispute arising out of or
relating to this License Agreement or the breach thereof. which 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. This License Agreement shall not be
governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is
expressly excluded.
9.11 Maintenance. Maintenance for qualifying Software or Data consists of updates and other benefits such as access to
technical support, specified in Esri's most current applicable software maintenance policy located at
httl2: / /www.esri.com/ software /maintenance/index:htnil. Such maintenance policy may be amended from time to time by Esri.
However, in the event such maintenance policy is amended during an annual support term, the authorized entity shall be
entitled to the higher level of maintenance (as between the existing policy and the revised policy) for the remainder of that
annual support term.
9.12 Patents. Licensee•mny 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 pan of any claim or
preferred embodiment in a patent application or a similar application.
ARTICLE 10— PROTECTION OF CONFIDENTIAL INFORMATION
Licensee shall not provide to Esri any confidential, proprietary, personally identified information ( "Pll ") (e.g., GLBA,
HIPAA, CII from the U.S. Department of Homeland Security), classified, and so forth, data for use in performance of this
License Agreement. Notwithstanding anything in this License Agreement to the contrary, Esri retains the right to refuse
acceptance of any nonpublic personal information ( "NPI ") or Customer Information regardless of the form of disclosure.
[" 200M Page A of 6 04/19/2010
2010MLA7132 TjLJ 9.21.2011
EXHIBIT I
1wesn SCOPE OF USE
(E300 03/29/2011)
Under Washington State Master Purchasing Agreement Number A11- MST -563
Esri, 380 New York St., Redlands, CA 92373 -0100 USA - TEL 909.793.2853 - FAX 909.793.5953
The scope of use for Ole Software, Data, Web Services, and Documentation identified below is described in (he applicable footnotes
identifiW in parentheses.
Software
■
Esri Business Analyst Server
• Arcf xplorer -Java and Windows Editions (20 and 25)
- Workgroup (either 3, 4, or 5 and 8, 9, 21, 25, 28, 29, 31,
• ArcGIS API for iOS, Windows Phone, or Android (I, 16,
33, 39. 40, 45, and 48)
25, and 33)
- Enterprise (either 3, 4, or 5 and 8.9.21, 25, 27, 31, 33.
• ArcGIS Desktop
39, 40, 45, and 48)
- Arclnfo (either I or 2 and 25. 26, 33, 44, and 45)
•
Esri Business Analyst Server (Canadian Edition) (either 3, 4,
- ArcEditor (either I or 2 and 25, 26, 33, 44, and 45)
or 5 and 8, 9, 21, 25, 27, 31, 33, 36, 39. 40, 45, and 48)
- ArcView (either I or 2 and 25, 33, 44, and 45)
•
Esri Business Analyst Server Developer (3, 6, 25, 33, 35,
• ArcGIS Desktop Extensions (7)
and 51)
• ArcGIS Engine Developer Kit and Extensions (I, 14, 15. 22,
■
Fsri Business Analyst Server Developer (Canadian Edition)
25, 26, and 43)
(3, 6, 25, 33, 35, 36, and 51)
• ArcGIS Fngine Runtime and Extensions (either I or 2 and
■
Esri Defense Mapping (either I or 2)
15, 22, 25. 26, and 33)
•
Esri Developer Network (EDN) Software, Web Services,
• ArcGIS Explorer (20, 25, and 33)
and Data (6. 7, 24, 25, 26, 33, 34, and 35)
• ArcGIS for AuloCAD (l, 20, and 25)
•
Esri Nautical Solution (either 1 or 2)
• ArcGIS for iOS (1, 25, and 33)
•
Esri Production Mapping (either I or 2)
• ArcGIS Mobile Deployments (1, 15, 16, 25, 33, and 54)
File Geodalabase. API
• ArcGIS Server
•
Geoportal Clients for ArcGIS (7, 20, and 52)
- Workgroup (either 3 or 5 and 8, 9. 25, 28, 29, 30, 32, 33,
Maplt (11, 25, 31, 33, 35, 49, and 50)
38, 39, 40, and 45; if licensed ns a Term License, 6 will
•
MapObjects -Java Edition (1, 5, 8, 15, 18, and 19)
also apply)
•
MapObjects LT (I, 14, and 16)
- Enterprise (either 3, 4, or 5 and 8, 9, 25, 27, 31, 33, 38.
MapObjects- Windows Edition (1, 14, 15, 16, and 18)
39, 40, and 45; if licensed as a Term License, 6 will also
MOLE (1)
apply)
•
NetEngine Internet (5)
> Cloud Bundle (6 and 33)
•
Tracking Server (either 4 or 5 and 31)
• ArcGIS Server Extensions
Web Services
- ArcGIS for INSPIRE (7, 8, 33, and 35)
ArcGIS Online Services (6, 25, 33, 34, and 35)
- ArcGIS Server Geoportal Extension (either 3, 4, or 5 and
.
Business Analyst Online (6, 25, 33, 48, 56, 57, and 58)
7 and 52)
- ArcGIS Server Image Extension (7, 8, and 42)
•
Esri Redistricting Online (6, 25, 33, 34, and 35)
- ArcGIS Server Image Extension Service Editor (1)
Data
- Other Extensions (7)
■
Data with ArcGIS Data Appliance (6, 23, 25, and 41)
• ArcGIS Web Mapping (including SharePoint,lavaScript,
•
Esri Address Coder (either 1, 2, or 5 and 21, 22, 25. and 48)
Adobe Flex, Microsoft Silverlight/WPF, SOAP, and REST)
■
Esri Business Analys( (Canadian Edition) Data (either 1 or 2
(6, 33, 35, and 53)
and 6, 21, 25, 33, 36, 45, and 48)
• ArcIMS .
•
Esri Business Analyst Data (either I or 2 and 21, 25, 33, 45,
- ArcIMS and Extensions (either 3, 4, or 5 and 8, 10.31.,
and 48)
and 45)
•
Esri Business Analyst Server (Canadian Edition) Data (either
• ArcLogistics
3, 4, or 5 and 21, 25, 33, 36, 45, and 48)
- Desktop (1 and 25)
■
Esri Business Analyst Server Data (either 3. 4, or 5 and 21,
- Using ArcGIS Online (6, 20, 25, 34, 35, and 46)
25, 33, 45, and 48)
- Using ArcGIS Server (6. 20, 25, 34, 35, and 46)
■
Esri Data & Maps (either I, 2, 3, 4, or 5 and 23 and 37)
- Navigator (I and 46)
■
Esri Data (either 1, 2. or 5 and 25 and 48)
• ArcPad (1, 12, 13, 25, and 33)
- Demographic, Consumer Spending, Market Potential,
• ArcReader (20, 25, 33, and 45)
Retail Marketplace, Business, Traffic, Shopping Center,
• ArcView 3.x and Extensions (I, 7, and 17)
Cable Boundaries, Banking, and Crime
• Esri Aeronautical Solution (either I or 2)
■
Sourcebook- America ( I and 21)
• Esri Business Analyst (Canadian Edition) (either 1 or 2 and
'
S(reetMnp Premium (either 1, 2, 4, or 5 and 6 and 25)
6, 25, 33, 36, 45, and 48)
'
Tapestry Segmentation (either I, 2, or 5 and 21 and 48)
• Esri Business Analyst (either t or 2 and 25, 33, 45, and 48)
• Esri Business Analyst Online API for Adobe Flex, Microsoft
Silverlight, SOAP, and REST (6, 16, 25, 33, 35, 55, and 56)
Elul) Page 1 of 4 3/29!201 I
I . "Single Use License." Licensee may permit a single authorized end user to install and use the Software. Data, and
Documentation on a single computer for use by that end user on the computer on which the Software is installed. Remote
access is not permitted. Licensee may permit the single authorized end user to make a second copy for end user's exclusive use
on a portable computer as long as only one (1) copy of the Software, Data, and Documentation is in use at any one (1) time. No
other end user may use the Software. Data, or Documentation under the same license at the same time for any other purpose.
2. "Concurrent Use License." licensee may install and use the Software, Data, and Documentation on computer(s) on a network,
but the number of simultaneous users may not exceed the number of licenses acquired. No other end user may use the
Software. Data, or Documentation under the same license at the same time for any other purpose.
3. "Development Server License." Licensee may install and use the Software. on a single computer to design and build
applications that interface with or utilize server Software as described in the Documentation.
4, "Staging Server License." In addition to the Development Server License rights. Licensee may use and install the Software for
the following purposes: user acceptance testing, performance testing, load testing of other third -party software, staging new
commercial data updates, and training activities.
5. "Deployment Server License." In addition to the Staging Server License rights. Licensee may install and use the Software or
Data to provide services to multiple users on the same or other contputer(s).
6. "Term License." License is provided for use for a limited time period or on a subscription or transaction basis.
7. Extensions to Software programs follow the same scope of use as that granted for the corresponding Software. programs.
R. Tlie administration tools for the Software may he copied and redistributed throughout Licensee's organization.
9. Uscr- developed ArcGIS Server administration tools may be copied throughout Licensee's organization, but the ArcCatalog
application (found in ArcGIS Desktop) may not be copied.
10. The ArcIMS license includes cite right to deploy MapObjects— Windows Edition applications on the Internet or intranet.
Licensee shall not develop client/server solutions with die ArclMS —Java Archive (JAR) files without a license for the
MapObjects —Java Edition developer kit.
11. Licensee may install and use the Software to provide services to multiple users on the saute or other computer(s). The Software
is licensed per server. The licensed server is the server on which Licensee installs the Spatial Data Service.
12. Software is only licensed for navigational use when used in conjunction with ArcLogistics.
13. "Dual Use License" means the Software may be installed on a desktop computer and used simultaneously with either a
personal digital assistant (PDA) or handheld mobile computer as long as the Software is only used by a single individual at any
one (1) time.
14. Developers must include the following attribution with any deployed MapObjects application: "Portions of this computer
program are owned by LizardTech. Inc., and are Copyright O 1995 -2002 LizardTech, Inc., and /or the University of California.
All rights reserved. US Patent No. 5,710,835."
15. Deployment licenses fordesktop or Internet application(s) may be subject to payment of additional license fees.
16. Licensee may deliver applications to its sublicensee(s) provided Licensee uses a written sublicense agreement that protects
Esri's rights in its Software. Data. Web Services, and Documentation to the same extent as the Esri License Agreement
including, but not limited to, the following terms:
a. Sublicensee may not reverse engineer, decompile, or disassemble the Esri Software, Data, Web Services, or
Documentation, except to the extent permitted by applicable law; copy for commercial use: transfer; or coign its
rights under the license grant;
b. Sublicensee may not use any Esri Software, Data. Web Services, or Documentation, in whole or in part, separate from
Licensee's executable application; and
c. Third -party dependent or required components are redistributable subject to permission from the owner or author.
d. Applications may be subject to deployment fees owed to Esri. Licensee shall contact its Esri distributor for details.
17. Licensee may use Business Objects Crystal Reports software only with the ArcView 3.x Software with which it was acquired
and subject to the Crystal Reports License Agreement available on the media. Licensee may not use a software program or
system to cache or queue report requests.
18. The deployment license is per application per computer.
19. MapObjects —Java Edition contains Java Archive files, which indicate they are authentic Esri - certificated files when used over
the Internet, Licensee shall not use Esri certification or reference Esri as a source of trusted content in any modified
MapObjects —Java Archive files. Licensee may deploy the unmodified Java class Esri- certified libraries as an integral part of
the Licensee's application(s).
20. Licensee may reproduce and deploy the Software provided all the following occur: (a) the Software is reproduced and deployed
in its entirety; (b) a license agreement accompanies each copy of the Software that protects the Software to the same extent as
the Esri License Agreement, and the recipient agrees to be bound by the terms and conditions of the license agreement; (c) all
copyright and trademark attributions/notices are reproduced; and (d) there is no charge or fee attributable to the use of the
Software.
[:300 Page 2 of 4 3/29/2011
21. Licensee shall not withhold any substantial right (c.g., extension of credit) from any individual based solely on the individuals
place of residence, as profiled in the Tapestry Segmentation system.
22. (a) ArcGIS Engine Runtime licenses shall not be used for Internet and server development and deployment; (b) an end user
must license either ArcGIS Engine Runtime Software or other ArcGIS Desktop Software (ArcView, ArcEditor, or Arclnfo) to
obtain the right to nm an ArcGIS Engine application on one (1) computer; and (c) the ArcGIS Engine Runtime extensions shall
not be used in combination with ArcGIS Desktop Software to run ArcGiS Engine applications. A single usercan have multiple
applications installed on one (I) computer for use only by that end user.
23. Licensee may redistribute the Data as described in the Redistribution Rights Matrix available at litip: / /www.csri.coiiiAegIU. in
the Help system, or in supporting meutdata files. subject to the specific attribution descriptions and requirements for the data.sci
accessed,
24. EDN Software, Web Services, and Data may only he used by one (I) named developer per subscription solely for the purposes
of research, development, testing, and demonstration of a prototype application. EDN server Software and Data may be
installed on multiple computers for use by any named EDN developer.
25. Use of included third -parry owned data shall be subject to the Use of Data Restrictions found at hitn: / /www.csri,com/lep-il/ for
the specific Data accessed. The Use of Data Restrictions may be modified by Esri from time to time. If a modification is
unacceptable to Licensee, licensee n►ay cancel a subscription upon written notice to Esri. or discontinue use of the Data or
Web Services, as applicable. If Licensee continues to use the Data or Web Services. Licensee will be deemed to have accepted
the modification.
26. An ArcSDE Personal Edition geodatabase is restricted to ten (10) gigabytes of Licensee data.
27. ArcGiS Server Web ADF Runtime Software may not be deployed independent of Licensees ArcGiS Server Enterprise
configuration.
28. Use is limited to ten (10) concurrent end users of applications other than ArcGIS Server applications. This restriction includes
use of ArcGIS Desktop Software, ArcGIS Engine Software, and third -party applications that connect directly to any ArcGIS
Server geodambase. There are no limitations on the number of connections front web applications.
29, Software can only be used with SQL Server 2005/2008 Express.
30. Use is restricted to a maximum of ten (10) gigabytes of Licensee data.
31. Redundant Software installations) for failover operations is allowed but can only be operational during the period the primary
site is nonoperational. The redundant Software installation(s) shall remain dormant, except for system maintenance and
updating of databases, while the primary site or any other redundant site is operational.
32. No redundant Software installation is permitted.
33. Licensee's access to and use of Cloud Bundle, ArcGIS Online Services, Business Analyst Online, Business Analyst Online
API, or Microsoft Bing Maps are conditioned upon Licensee's acceptance of the Esri website and Service Terms of Use
Agreement and the terms and conditions specific to Cloud Bundle, ArcGIS Online Services, Business Analyst Online, Business
Analyst Online API, or Microsoft Bing Maps found at httn: / /www.esri.coniAegal /.
34. Licensee's organization is limited to the number of specified credits, transactions, geography, or number of users as described
in the online product description.
35. Licensed end users shall not share the client -side data cache derived from ArcGIS Online Services with other licensed end
users or third parties.
36. Licensee's use of Esri Business Analyst (Canadian Edition) Data is subject to the Use of Data Restrictions specific to Esri
Business Analyst (Canadian Edition) Data found at http: / /www.csri.com/icg_nl /,
37. Data provided with StreetMap USA may be used for mapping, geocoding, and routing purposes but is not licensed for dynamic
routing purposes. For instance. StreetMap USA may not be used to alert a user about upcoming maaneuvers (such as warning of
an upcoming turn) or to calculate an alternate route if a turn is missed.
38. The ArcGIS Server 3D extension included with ArcGIS Server Standard ( Workgroup or Enterprise) may only be used for
generating globe data caches) or publishing a globe document as an ArcGIS GIobe Service. No other use of the ArcGIS Server
3D extension Software is permitted with ArcGIS Server Standard.
39. Any editing functionality included with ArcGIS Server is not permitted for use with ArcGIS Server Basic (Workgroup or
Enterprise).
40, Geospatial Enterprise JavaBeans (EJB) provided with ArcGIS Server (Workgroup or Enterprise) is permitted for use only with
ArcGIS Server Advanced.
41. Licensee may only use Data from a single state with the Single State version of ArcGIS Data Appliance. This restriction
applies to a large -scale (i.e., scale levels below 1:100,000) street map, transportation layer, boundaries and places layer, and
one (I)- nieter or better resolution imagery included in the USA Collection, This restriction does not apply to the small -scale
(i.e.. scale levels above 1:100,000) Wraps provided in the World Collection, which are intended for display at global and
regional scales.
42. Licensee has the right to one (1) desktop deployment of the AreGIS Server Image extension Service Definition Editor for every
four (4) cores of ArcGIS Server Image extension that are licensed.
43. Licensee may develop an unlimited number of applications on a single computer and deliver the applications to end users with
or without the ArcGIS Engine Runtime Software,
1300 Page 3 of 4 3/29/2011
44. For any operating system environment in which Licensee nros instances of the Concurrent Use License management software.
Licensee stay nu) up to the same nuniher of passive failover instances of the Concurrent Use License management software in
a separate operating system environment for tenrpontry failover support.
45. Data licensed with Esri Business Analyst and Esri Business Analyst Server is restricted for use only in coniunction with the
respective Business Analyst extension.
46. Licensee should not follow any route suggestions that appear to he hazardous, unsafe, or illegal. Licensee assumes all risk of
using this navigation Software.
47. Reserved.
48. Licensee may include reports and maps created from the Software or Data in hard -copy or read -only format for presentation
packages or marketing studies for subsidiaries and customers. The total content of the Esri reports and maps must be less than
twenty percent (2(Y7r) of Licensee's total content of the presentation package or marketing study. Full, complete, stand -alone
reports or maps created from the Software or Data and not part of it presentation package or marketing study cannot be resold,
sublicensed, or otherwise transferred without prior written permission of Esri. Licensee's third -party customer may only receive
reports and maps generated by Licensee and may only use the maps and reports received from Licensee for internal purposes.
In no case shall Licensee redistribute the Data in digital formats.
49. Esri Maplt Silverlight Web or WPF applications may not be deployed independent of Licensee's Maph deployment
configuration.
50. Licensee has the right to one (1) desktop deployment of Spatial Data Assistant for each Esri Maplt server license.
51. Esri Business Analyst Server Developer and Data may only be installed on one (1) server per license solely for the purposes of
research, development, testing, and demonstration of a prototype application.
52. Source code is the intellectual property of Esri. Licensee shall treat any source code file identified as "Software" in a README
file or at hum: / /www.csfi.com/le>_al[ as a trade secret for Licensee's own internal use only and not for further redistribution or
access by unlicensed third parties. Licensee shall not modify the Software, Documentation. Data, or source code to incorporate,
embed, link, or otherwise include any code, libraries. or data licensed or distributed under an open source licensing or
distribution models similar to Free Software Foundation's GNU General Public License (GPL) or GPI.-compliant licenses,
including, without limitation, the Artistic License (e.g.. Perl), the Mozilta Public License, the Netscape Public License, and the
Sun Community or industry Standards License, that could require a user to make its proprietary source code available to a
requesting third party.
53. Deployment license options areas follows:
a. A license for web applications is per the principal registered unique domain identifier. Domain is the Internet domain
name registered with a domain name registrar. For example, in example.com, example.cont is the registered unique
domain identifier. Similarly, in exit mple.com.xx, where xx is a registered country code, example.coni.xx is the
registered unique domain identifier.
b. A license for desktop applications or SharePoint is per organization. For the purposes of this license, organization is
equivalent to a principal registered unique domain identifier (as described above). For example. desktop applications
can be used by any employee of the organization with the principal registered unique domain identifier. There is no
limit to the number of applications that can be built and deployed within an organization.
54. ArcGIS Mobile is licensed for use with ArcGIS Server Advanced (En(erprise or Workgroup) and ArcGIS Desktop (Arclnfo,
ArcEditor, ArcView, and ArcGIS Engine applications).
55. Licensee may develop software or web applications that use the Business Analyst Online API to access, query, create. display,
and redistribute Reports and resulting static, electronic maps to end user(s) of Licensee's software or web applications. End
user(s) of Licensee's software or web applications may use the Reports and maps for internal purposes only and not for further
redistribution. "Report" means any formatted output created by the Business Analyst Online API, which includes PDF, CSV,
Excel, HTML, and XML formats. Licensee shall not redistribute any Data in vector formats.
56. For Reports or snaps displayed or posted to an external website, or Reports or maps created for Licensee's end user(s). Licensee
shall affix an attribution notice to Licensee's online and/or hard -copy output that acknowledges Esri's and its third -party data
supplier's intellectual property. These notices are found in the PDF format of each individual Report or as follows: "Source
[Esri. Supplier]" or Copyright 0 [year(s)] [Esri, Supplier]. All rights reserved."
57. Licensee may only display or post any combination of 100 Business Analyst Online Reports and maps on its external websites.
58. Licensee shall order a separate Business Analyst Online subscription for each person who uses Business Analyst Online and
shall provide output from the Business Analyst Online subscription only to the a -mail of the individual subscriber.
EW) Page 4 of 4 3/29/2011
• TRAINING TERMS AND CONDITIONS
ldak& esr'• Under Washington State Master Purchasing Agreement
Number AI I -MST -563
Lsn. 380 New Yodc St., Redlands, CA 92373.8100 USA - TEL 909793.2853 • FAX 909.793.5953
This Training Agreement ( "Agreement ") is between Licensee as defined in the Master Purchase Agreement (hereinafter
"Client ") and Environmental Systems Research Institute, Inc. ( "Esri "). Client acknowledges that Client has read acid
understood tins Agreement and agrees to be bound by the terns and conditions hereof.
RECITALS
The Client wishes to arrange for certain training in the use of GIS software. Esri is willing to conduct training courses and
provide related services regarding the use of GIS software pursuant to the terms and conditions contained herein.
The parties (herefore agree as follows:
ARTICLE I— TRAINING DESCRIPTION
Esri offers a set of instructor -led training and client coaching services related to the use of its proprietary GIS software.
Instructor -led training events occur at a client's site, at an Esri Learning Center, or via the Web. The Esri software training
course(s) to be conducted, location, and schedule dates are set forth in the Esri Course Catalog located on Esri's Training
Web site auto: / /traininli.esri.com). All courses are conducted in substantial conformity with course descriptions outlined on
the Esri Training Web site. Esri reserves the right to modify course content when necessary due to software technical
capabilities or limitations. Client coaching services may be provided immediately before or immediately following an Esri
training course to familiarize the Student with the software or to review and practice course concepts with an instructors
guidance.
ARTICLE 2— ESRI'S RESPONSIBILITIES
Esri will provide an instructor qualified to conduct the course(s) as well as all necessary training materials sufficient for
the number of registered participants (hereinafter "Student(s) ") on the scheduled dates. Esri will provide each Student
with a course manual, where applicable.
Esri will confirm Learning Center training class scheduled dates approximately ten (10) business days prior to the class
start date.
Esri will confirm Client Site scheduled dates upon receipt of the completed Client Site Training Request Form and
intended payment method.
ARTICLE 3— CLIENT'S RESPONSIBILITIES
• Client must ensure the protection of Esri's copyrights. Client shall neither copy or distribute nor permit a third party to
copy or distribute any of Esri's training material(s), except as required by law
• Client must not resell seat(s) to all Esri training class, unless explicitly authorized in writing by Esri.
• Client trust confirm that all registered Students meet the minimum prerequisites for the applicable class set forth on
Esri's Training Web site.
• Client must submit registrations with a confirmed payment commitment at least seven (7) business days before the class
start date. If Client submits a registration without a confirmed payment, Esri will not confirm the scat reservation. The
reservation will be added to the waiting list pending payment confirmation and subject to availability.
• U.S. government export control laws and regulations prohibit U.S. persons from engaging in transactions with certain
denied persons found on various U.S. Government Denied Persons lists (e.g., U.S. Department of the Treasury's
Specially Designated Nationals List, U.S. Commerce Department's Denied Persons /Entity List, etc.). To meet these
export requirements, Client must submit to the Esri Training Event Assistant a list of the names of Students that are to
attend any training class. Client trust submit the list of Student names to Esri at least three (3) business days before the
class start date. Any Student that is found on any of the various U.S. Government Denied Persons lists will not he
permitted to attend training.
• Client is responsible for all Student travel arrangements. Esri assumes no responsibility for losses from nonrefundable
travel arrangements resulting from denial of a Student's participation due to U.S, government export regulation
requirements, course scheduling changes, or cancellations.
E207M Page t of 6 t012(0)
T.iB 9.21.2011
• Client must provide written notice to Esri's Customer Service of any cancellation, rescheduling. or Student substitution
requirements and receive confirmation of these change(s) prior to the class start date.
• Client is responsible to ensure that if adheres to fire course, facility, and equipment requirements for Esri training as
found at littp: //t raining. csri. com / gateway /index.cfni?fa= traiiiinpOptioiis. ate eway.
• Students may not use audio and/or video recording equipment within the classroom without prior written approval from
Esri.
• if (lie Esri Mobile lab is utilized at Client's site, then the following terms will apply:
— Upon receipt, Client must immediately report any damage to the Mobile Lab equipment to the Training Event
Assistant.
— Client must keep the Mobile Lab in a secure, locked area between class sessions.
— Client must ensure that only registered Students use the Mobile Lab equipment.
— Client is responsible for any and all loss of, damage to, or theft of the Mobile lab while in Client's possession.
— Client warrants that it maintains sufficient insurance coverage to enable it to meet its obligations created by this
Agreement and by law.
— The Esri instructor will check all Mobile Lab equipment following the completion of training. Any damage to
the Mobile Lab due to Student use, excluding normal wear and tear, will be brought to the attention of Client by
written notice. Client hereby agrees to be financially responsible for any repair or replacement of equipment
resulting from such damage.
— Client shall make the Mobile Lab available for freight pickup immediately on conclusion of the F.sri course(s).
■ Client must complete and submit an Esti Client Site Training Request Form, as provided by the Training Event
Assistant.
ARTICLE 4— INSURANCE AND INDEMNIFICATION
4.1 Insurance,
4. 1.1 Esri shall, while performing work under this Agreement, maintain in full force and effect, the insurance described in
this section. Esri shall acquire such insurance from an insurance carrier or carriers licensed to conduct business in the state of
Washington and having a rating of A -, Class V11 or better, in (lie most recently published edition of Best's Reports. Failure
to buy and maintain the required insurance may, at Client's sole option, result in this Agreement's termination.
4.1.2The minimum acceptable limits shall be as indicated below, with no deductibles, unless otherwise indicated, for each of
the following categories:
a. Commercial General Liability covering the risks of bodily injury (including death), property damage and personal injury,
including coverage for contractual liability. with a limit of not less than $1 million per occurrence /$2 million general
aggregate:
b. Business Automobile Liability (owned, hired, or non - owned) covering the risks of bodily injury (including death) and
property damage, including coverage for contractual liability, with a limit of not less than $1 million per accident;
c. Employer's Liability insurance covering the risks of Esri's employees' bodily injury by accident or disease with limits of
not less than $1 million per accident for bodily injury by accident and $1 million per employee for bodily injury by disease;
d. Umbrella policy providing excess limits over the primary policies in an amount not less than $3 nrillion, excluding file
Professional Liability Errors and Omissions policy; and
e. Professional Liability Errors and Omissions, with a deductible not to exceed $100,000, and coverage of not less than $1
million per occurrenccl$2 million general aggregate.
4.1.3 Esri shall pay premiums on all insurance policies. Client shall be named as an additional insured on all general liability,
automobile liability, and umbrella policies, and Esri shall provide a copy of the blanket policy endorsements) establishing
Client as an additional insured. Stich policies shall have a condition that they not be revoked by the insurer until forty five
(45) calendar days after notice of intended revocation thereof shall have been given to Client by the insurer except that (i) ten
E207M Page 2 ors 09/2W9
Tj8 9.21.201t
(10) days notice shall be given for cancellation for non - payment of premium and (ii) for Employer's Liability insurance, Esri
shall provide notice in lieu of the insurer.
4.1.4 All insurance provided by Esri shall he primary as to any other insurance or self - insurance programs afforded to or
maintained by the State and shall include a severability of interests (cross- I iahil ity) provision, except for Employer's Liability
insurance.
4.1.5 Reserved.
4.1.6 Reserved.
4.1.7 By requiring insurance herein. Client does not represent that coverage and limits will be adequate to protect Esri. Such
coverage and limits shall not limit Esri's liability tinder the indemnities and reimbursements granted to Client in this
Agreement.
4.1.8 Industrial Insurance Coverage
Prior to performing work under this Agreement, Etiri shall provide or purchase industrial insurance coverage for its
employees, as may be required of an "employer" as defined in Title 51 RCW, and shall maintain full compliance with Title
51 RCW during the course of this Agreement. Client will not be responsible for payment of industrial insurance premiums or
for any other claim or benefit for Esri, or any Subcontractor or employee of Esri, which might arise under the industrial
insurance laws during the performance of duties and services under this Agreement.
4.1.9 Licensing Standards
Esri shall comply with all applicable local, state, and federal licensing, accreditation and registration requirements and
standards necessary in the performance of this Agreement. (See, for example. chapter 19.02 RCW for state licensing
requirements and definitions.)
4.2 Indemnification. Esri will indemnify and hold harmless Client and each of its directors and officers (collectively the
"Indemnified Parties ") from and against any and all damages, losses, liabilities, claims, judgments, and settlements, including
all reasonable costs. expenses, and attorneys fees, arising out of any action or claim for bodily injury, death, or property
damage brought against any of the Indemnified Parties to the extent arising from any negligent act or omission or willful
misconduct by Esri or its directors, officers, employees, or agents while engaged in or as a result of the training or coaching
services provided by Esri pursuant to this Agreement while on Client's site.
ARTICLE 5— UNIQUE CLIENT COACHING PRIVACY TERMS
In the event Client coaching services are to be ordered, the following terms shall apply:
Client shall not provide to Esri or disclose to the instructor any company confidential, proprietary, personally identified
information ( "P11 ") (e.g., GLBA, HIPAA, CII from the U.S. Department of Homeland Security), classified, and so forth,
data for use in the coaching session. Notwithstanding anything in this Agreement to the contrary, Esri retains'the right to
refuse acceptance of any nonpublic personal information ( "NPI ") or Customer Information regardless of the form of
disclosure. Esri will only accept receipt of information from Client that comports with the exceptions set forth in
Subsections 4(B) and 4(C)(ii) of Section 509 of the Gramm - Leach - Bliley Act (P.L. 106 -102) (1.5 U.S.C. Section 6809)
and implementing regulations thereof.
ARTICLE 6— SOFPWARE LICENSES
The terms of the Esri license agreement are applicable to all Client course Students and for Esri software, data. and
documentation licensed for use in any training course to be conducted. For Client Site Training, temporary software licenses
may he issued by Esri where there are an insufficient number of software licenses available at the training facility. Client
must uninstall the temporary software licenses at the conclusion of the training course and return to Esri any media provided
G207M Page .i of 5 W/27(09
Tj0 U1.2011
ARTICI.R 7— CANCELLATION AND RESCHEDULING POLICY
Client may cancel or reschedule Student attendance in training up to three (3) working days before the scheduled class start
date. In the event of a cancellation, Client will reimburse Esri for any reasonable travel and shipping expenses incurred by
Esri. In the event Client does not notify Esri at least three (3) days prior to the scheduled training date, Client will he charged
the full amount of the Student enrollment or the entire training class.
If Esri is unable to conduct the training on the scheduled date, Esri will notify Client at least three (3) business days before
the scheduled date.
If cancellation of a training event is necessary due to Force Majeure as described in Article I I below, the affected party is
released in full from the three (3)- busincss -day notification. The affected party will either reschedule the training or cancel
the order without that affected party incurring any liability.
Students may transfer from one scheduled Esri Learning Center class to another up to two (2) times at no additional charge.
Subsequent transfers may he assessed an additional nonrefundable transfer fee.
Student substitutions, when a Student's place in class is filled by another person from the same organization, are allowed
provided that Esri Customer Service is notified three (3) business days in advance of the class start date.
ARTICLE 8— PAYMENT
Accepted payment methods are found at htim// tra inine .esri.com/eatewav /index.cfn�'. fa=catalot.pavntentdeta
If payment is made in the forn► of a purchase order, Esri shall invoice Client upon completion of each training course or
immediately upon receipt of purchase order, as mutually agreed upon with the Client. Client shall make payment no later
than thirty (30) days after receipt of invoice. If the Client is invoiced and pays that invoice prior to (lie scheduled class, then
the Client has one (1) calendar year (twelve [ 121 consecutive months) from the date of the invoice to consume the prepaid
monies. Thereafter, all prepaid fees are forfeited.
ARTICLE 9— CONFIDENTIAL INFORMATION
Except as provided in Article 5, Unique Client Coaching Privacy Terns, Esri or the Client may disclose to the other party
cer(ain confidential information under this Agreement. The disclosing party shall identify the information as confidential
information at the time of disclosure. Each party shall use the confidential information described above only for exchanging
information needed to provide the training contemplated by this Agreement or as otherwise may be required by law. Within
fourteen (14) days of completion of the training, each party shall return or destroy and provide written notification of
destruction of the confidential information of the other party.
ARTICLE 10— RESERVATION OF OWNERSHIP AND GRANT OF LICENSE
Except as specifically granted in this Agreement, Esri and/or its licensors own and retain all right, title, and interest in
software, data. documentation, and training materials.
ARTICLE 11 —FORCE MAJEURE
If the performance of any obligation under this Agreement is prevented, restricted, or interfered with by reason of fire, flood.
earthquake, explosion, or other casualty or accident: strikes or labor disputes: inability to procure or obtain delivery of parts.
supplies, or power, war, threat of or actual terrorist act, cyberattack, or other violence: any law, order, proclamation.
regulation, ordinance, demand, or any act or condition whatsoever beyond the reasonable control of the affected party, the
party so affected, upon giving prompt notice to the other party, will be provided a temporary extension for a period of time as
may be reasonably necessary to allow for such delay, prevention, interference, or restriction.
ARTICLE 12.-- WARRANTY
Esri will provide training in a manner consistent with the technical and professional standards of the industry.
E207M Page 4 or 5 09 /2009
TRH r).21.2011
12.1 Disclaimer of Warranties. WITH THE EXCEPTION OFTHE LIMITED WARRANTY SET FORTH IN THIS
ARTICLE, ESRI DISCLAIMS, AND THIS AGREEMENT EXPRESSLY EXCLUDES, ALL OTHER WARRANTIES,
EXPRESS OR IMPLIED, ORAL OR WRITTEN, INCLUDING, WITHOUT LIMITATION, ANY AND ALL
WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINTERFERENCE, AND
NONINFRINGEMENT, AS WELL AS ANY WARRANTIES THAT THE DELIVERABLES ARE ERROR FREE.
ARTICLE 13— LIMITATION OF LIABILITY AND EXCLUSIVE REMEDY
EXCEPT FOR INDEMNITY ASSOCIATED WITH CLIENT SITETRAINING, IN NO EVENT SHALL ESRI BE
LIABLE TO CLIENT FOR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR TRAINING: LOST PROFITS;
LOST SALES. BUSINESS EXPENDITURES; INVESTMENTS; BUSINESS COMMITMENTS; LOSS OF ANY
GOODWILL; OR ANY INDIRECT. SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR INCIDENTAL DAMAGES
ARISING OUT OF, OR RELATED TO, THIS AGREEMENT, HOWEVER CAUSED OR UNDER ANY THEORY OF
LIABILITY. EVEN IF ESR1 HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ESRI ;S TOTAL
CUMULATIVE LIABILITY HEREUNDER, FROM ALL CAUSES OF ACTION OF ANY KIND, SHALL IN NO EVENT
EXCEED THE AMOUNT ACTUALLY PAID BY THE CLIENT FOR THE PORTION OF THE TRAINING UNDER
THIS AGREEMENT. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL
PURPOSE OF ANY LIMITED REMEDY.
ARTICLE 14— EXPORT CONTROL REGULATIONS
Esri technology is subject to U.S. export control laws and regulations. Esri software, data, documentation, training materials,
and any underlying information or technology may not be exported, reexported, or transferred in whole or in part to (i) any
U.S. embargoed or sanctioned country (including to a national or resident of a U.S. embargoed or sanctioned country.
currently including Cuba, Iran, North Korea, Sudan, and Syria); (ii) any person on the U.S. Department of the Treasury's list
of Specially Designated Nationals; (iii) any person or entity on the U.S. Commerce Department's Denied Persons List, Entity
List, or Unverified List; or (iv) any person or entity where such export or reexport violates any U.S. export control law or
regulation.
ARTICLE 15 —TAXES
Training provided is quoted exclusive of all state, local, value- added, or other taxes; customs; or duties or other charges
(other than income taxes payable by Esri). In the event such taxes or charges become applicable to Esri's training or
deliverables, Client shall pay any such applicable tax upon receipt of written notice that such taxes or charges are due.
ARTICLE 16—UCC INAPPLICABILITY
Training provided under this Agreement will not be governed by the Uniform Commercial Code (UCC) and will not be
deemed "goods" within the definition of the UCC.
ARTICLE 17-- GOVERNING LAW
This Agreement is governed by and construed in accordance with the laws of Washington without reference to its conflict of
laws principles.
ARTICLE 18— ENTIRE AGREEMENT
This Agreement constitutes the sole and entire agreement of the parties as to the subject matter set forth herein and
supersedes any previous agreements, understandings, and arrangements (including any attached purchase order terms and
conditions) between the parties relating to such subject matter. The undersigned hereby acknowledges and represents that
he/she has read and understands this Agreement and has the authority to bind his/her organization to these terms and
conditions. An executed Agreement shall constitute a duplicate if it is transmitted through electronic means, such as fax or
e -mail, and reflects the signing of the document by Client. Duplicates are valid and binding even if an original paper
document bearing Client's original signature is not delivered.
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