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TERM LICEiVSE AGREEMEIV'I'
Esri: 390 New York 5t., Redlands, CA 91373-8i0b 11SA • TEL 969-793-2853 • FAX 90fl-793-5953
Agrecment No. 2013A.5$25
`1"his 'Cei7n Licens� A�;re�ment ("Lic�nse Agreem�nt") is �etween the licens�e �irinted belnw ("Licensee"j and
�nvironmental Systems Research Insiitute, tnc. ("�sri"). The License Agreement includes (i) this si�nature paae> (ii) the
Gener�tl Lic,ensC Terms and C�nclitions, and (iii) ttae Exhibit 1 listed belaw. The parties ackn�wledge that they hav� read and
undersic�cui ihis I.,icense Agr�eement �ind agree ta be b��und by ihe te�ms and conditinns hereof.
"('l�is Licensc A�;reeme��t �nay be executed in ciuplicatu by the parties. An ex�cuted Lia�:nse A�reeanent, rnodificatic�n;
arnendment, c�r separate tii�nat�ire �a�e :shall constitute a c�u�licate if it is tr�nsmitYed thrUu�h electronic me��ns, such as fax or
e-mail, ��nd r�;tleats the signin� c�ti th� docuanent b_y any p���ty, buplicates are valid and binding �ven if an original pa�er
docui�ient bearin� c,acli pariy's original si�;nacure is not delivcred. Tlfis License Agreement m�y alsd be execi�ted in
cnunterparts, all ut which, taken t�gether, sliall be deeined ane ( l) ori�inal dacumeitit.
iN V4'I'['N�SS WHF.,It.F.(7t�, ti�e parties have caused this [.,icense /�greemeait ii� be executed and eftective as of the last date
written below.
C17`Y O�' FORT WORTH, TEXAS
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Frintc�d Name: ��1���[.� ��"T��-�-
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Authc�rized
pr�ntea tvame; _..__William C. FTeming
��;t�e; Managing Business Attorney
aate: September 18, 2013 _._.�__
Licensee Contact [nfarm�tio��
Contact: �-� .�t-�.__.5��._._�"7,� V���►_:+ 1' � _
Addretis: I C�L (.' �'IYTG� k'L'l.l',� E' ���"�
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Esri, 380 New York St., Redlands, CA 92373-8100 USA • TEL 909-793-2853 • FAX 909-793-5953
TERM LICENSE AGREEMENT
(E204 04/26/20 1 3)
This Tenn License Agreement is between you ("Licensee") and Environmental Systems Research Institute, Inc.
("Esri"), a California corporation with a place of business at 380 New York Street, Redlands, Califoi�nia 92373-8100 USA.
GENERAL LICENSE TERMS AND CONDITIONS
ARTICLE 1—DEFINITIONS
Definitions. The terms used are defined as follows:
a. "Authorization Code(s)" means any key, authorization number, enablement code, login credential, activation code,
token, account user name and password, or other mechanism required for use of a Product.
b. "Beta" means any alpha, beta, or prerelease Product.
c. "Commercial Application Service Provider Use" or "Commercial ASP Use" means generating revenue by providing
access to Software or Online Services through a Value-Added Application, for example, by charging a subscription
fee, service fee, or any other form of transaction fee or by generating more than incidental advertising revenue.
d. ''Content" has the meaning provided in Addendum �.
e. "Data" means any Esri or third-party digital dataset(s) including, but not limited to, geographic vector data, raster
data reports, or associated tabular attributes, whether bundled with Software and Online Services or delivered
independently.
f. "Deployment License" means a license that allows Licensee to sublicense select Software and associated
Authorization Codes to third parties.
g. "Documentation" means all user reference documentation that is delivered with the Software.
h. "Online Services" means any Internet-based geospatial system, including applications and associated APIs, but
excluding Data or Content, hosted by Esri or its licensors, for storing, managing, publishing, and using maps, data,
and other information.
i. "Ordering Document(s)° means a sales quotation, purchase order, or other document identifying the Products that
Licensee orders.
j. "Peipetual License" means a license to use a version of a Product for which applicable license fees have been paid,
indefinitely, unless terminated by Esri or Licensee as authorized under this Agreement.
k. "Product(s)" means Software, Data, Online Services, and Documentation licensed under the terms of this License
Agreement.
L "Sample(s)" means sample code, sample applications, add-ons, or sample extensions of Products.
m. "Service Credit(s)" means a unit of exchange that is allocated with an Online Services subscription in an amount
specified in the Ordering Document. Each Service Credit entitles Licensee to consume a set amount of Online
Services, the amount varying depending on the Online Services being consumed. As Online Services are consumed,
Service Credits are automatically debited from Licensee's account, up to the maximum number of Service Credits
available. Additional Service Credits can be purchased as described in Addendum 3(also available at
litt�:llw�vw.esri.com/lega I).
n. "Software"means all or any portion of Esri's proprietary software technology, excluding Data, accessed or
downloaded from an Esri-authorized website or delivered on any media in any format including backups, updates,
service packs, patches, hot fixes, or pertnitted merged copies.
o. "Term License" means a license or access provided for use of a Product for a limited time period ("Term") or on a
subscription or transaction basis.
p. "Value-Added Application° means an application developed by Licensee for use in conjunction with the authorized
use of any Software, Data, or Online Services.
E204
Page 1 of 7
04/26/2013
ARTICLE 2—INTELLECTUAL PROPERTY RIGHTS AND RESERVATION OF OWNERSHIP
Products are licensed, not sold. Esri and its licensors own Products and all copies, which are protected by United States and
applicable international laws, treaties, and conventions regarding intellectual property and proprietary rights including trade
secrets. Licensee agrees to use reasonable means to protect Products from unauthorized use, reproduction, distribution, or
publication. Esri and its third-party licensors reserve all rights not specifically granted in this License Agreement including
the right to change and improve Products.
ARTICLE 3—GRANT OF LICENSE
3.1 Grant of License. Esri grants to Licensee a personal, nonexclusive, nontransferable license solely to use the Products as
set forth in the applicable Ordering Documents (i) for which the applicable license fees have been paid; (ii) in accordance
with this License Agreement and the configuration ordered by Licensee or as authorized by Esri or its authorized distributor;
and (iii) for the applicable Term or, if no Term is applicable or identified, until terminated in accordance with Ai�ticle 5. In
addition to the Scope of Use in Article 4, Exhibit 1—Scope of Use (E300) applies to specific Products. Addendum 1,
Addendum 2, Addendum 3, and Addendum 4 collectively comprise Exhibit 1—Scope of Use (E300) and are also available at
htt��.i/ww�a�_esri.con�/legal/soi�ware-license. Addendums only apply to Products specifically identified within an Addendum.
Exhibit 1—Scope of Use (E300) includes Addendums for the following Product types, which are incorporated by reference:
a. Sofhvare. Tenns of use for specific Software products are set forth in Addendum ].
b. Data. Data terms of use are set forth in flddendum 3.
c. Online Services. Tenns of use for Online Services are set forth in Addendum 3.
d. Lirnited Use Prograrns. Terms of use for noncommercial, nonprofit, educational, or other limited-use programs are
set forth in Addendum 4.
3.2 Evaluation and Beta Licenses. Products acquired under an evaluation license or under a Beta program are intended for
evaluation and testing purposes only and not for commercial use. Any such use is at Licensee's own risk, and the Products do
not qualify for Esri or distributor maintenance.
ARTICLE 4—SCOPE OF USE
4.1 Permitted Uses
a. For Products delivered to Licensee, Licensee may
1. Install and store Products on electronic storage device(s);
2. Make archival copies and routine computer backups;
3. Install and use a newer version of Software concurrently with the version to be replaced during a reasonable
transition period not to exceed six (6) months, provided that the deployment of either version does not exceed
Licensee's licensed quantity; thereafter, Licensee shall not use more Software in the aggregate than Licensee's
total licensed quantity;
4. Move the Software in the licensed configuration to a replacement computer; and
5. Distribute to third parties Software and any associated Authorization Codes required for use of a Deployment
License.
b. Comrnercial Application Service Provider Use. Licensee may use the Product for Commercial ASP Use provided that
Licensee (i) acquires a Commercial ASP Use license, or (ii) is a governmental or not-for-profit organization that operates
a website or offers an Internet service on a cost recovery basis and not for profit.
c. Licensee may customize Software using any (i) macro or scripting language, (ii) published application programming
interface (API), or (iii) source or object code libraries, but only to the extent that such customization is described in
Documentation.
d. Licensee may use, copy, or prepare derivative works of Documentation supplied in digital format and thereafter
reproduce, display, and distribute the customized documentation only for Licensee's own internal use. Portions of
Documentation supplied in digital format merged with other software and printed or digital documentation are subject to
this License Agreement. Licensee shall include the following copyriglit attribution notice acknowledging the proprietary
rights of Esri and its licensors: "Poi�tions of this document include intellectual property of Esri and its licensors and are
E204 Page 2 of 7 04/26/2013
used herein under license. Copyright �O [Licensee will inse��t the actz�al copyright date(s) fr•om the sou��ce materials] Esri
and its licensors. All rights reserved."
e. Font Conaponents. All fonts provided with a Product may be used with the authorized use of any Products. Esri fonts
may also be separately used to print any output created by Products. Additional use restrictions for third-party fonts
included with a Product are set forth in the font file itself.
f. Consz�ltant or Contf•actor Access. Subject to Section 3.1, Esri grants Licensee the right to permit Licensee's consultants
or contractors to use the Products exclusively for Licensee's benefit. Licensee shall be solely responsible for compliance
by consultants and contractors with this License Agreement and shall ensure that the consultant or contractor
discontinues Product use upon completion of work for Licensee. Access to or use of Products by consultants or
contractors not exclusively for Licensee's benefit is pi•ohibited.
4.2 Uses Not Permitted. Except to the extent that applicable law prohibits or overrides these restrictions, or as provided
herein, Licensee shall not
a. Sell, rent, lease, sublicense, lend, time-share, assign, or use Products for Commercial ASP Use or service bureau
purposes;
b. Provide third parties with direct access to Products so that the third parties may use the Product directly, develop
their own GIS applications, or create their own solutions in conjunction with the Product;
c. Distribute Software, Data, or Online Services to third parties, in whole or in part, including, but not limited to,
extensions, components, or DLLs;
d. Distribute Authorization Codes to third parties;
e. Reverse engineer, decompile, or disassemble Products;
f. Make any attempt to circumvent the technological measure(s) that controls access to or use of Products;
g. Store, cache, use, upload, distribute, or sublicense Content or otherwise use Products in violation of Esri's or a third
party's rights, including intellectual property rights, privacy rights, nondiscrimination laws, or any other applicable
law or government regulation;
h. Remove or obscure any Esri (or its (icensors') patent, copyright, trademark, proprietary rights notices, and/or legends
contained in or affixed to any Product, Product output, metadata file, or online and/ar hard-copy attribution page of
any Data or pocumentation delivered hereunder;
i. Unbundle or independently use individual or component parts of Software, Online Services, or Data;
j. Incorporate any portion of the Product into a product or service that competes with any Product;
k. Publish or in any other way communicate the results of benchmark tests run on Beta without the prior written
permission of Esri and its licensors; or
L Use, incorporate, modify, distribute, provide access to, or combine any computer code provided with any Product in
a manner that would subject such code or any part of the Product to open source license terms, which includes any
license terms that require computer code to be (i) disclosed in source code form to third parties, (ii) licensed to third
parties for the purpose of making derivative works, or (iii) redistributable to third pai�ties at no charge.
ARTICLE 5—TERM AND TERMINATION
This License Agreement is effective upon acceptance and shall continue in effect for one year (the "Initial Tenn"). This
Agreeuient shall be renewable annually at the City's option, for three additional terms of one year. After the Initial Term for
a period of three (3) years the annual fees far the Online services ordered under Esri proposal number 20431462, by
Licensee, shall not increase more than five percent (5%) of the fees charged for each previous year. If such five (5%) cap
results in Online services fees lower than the Online services fees charged to the U.S. General Services Administration
("GSA") by Esri, _Esri shall increase Licensee's fees accordingly and Licensee agrees to pay such inerease. Licensee may
terminate this License Agreement or any Product license at any time upon written notice to Esri. Either party may terminate
this License Agreement or any license for a material breach that is not cured within ten (10) days of written notice to the
breaching party, except that termination is immediate for a material breach that is impossible to cure. Upon termination of the
License Agreement, all licenses granted hereunder terminate as well. Upon termination of a license or the License
Agreement, Licensee will (i) stop accessing and using affected Product(s); (ii) clear any client-side data cache derived from
Online Services; and (iii) uninstall, remove, and destroy all copies of affected Product(s) in Licensee's possession or control,
including any modified or merged portions thereof, in any form, and execute and deliver evidence of such actions to Esri or
its authorized distributor.
E204 Page 3 of 7 04/26/2013
ARTICLE 6—LIMITED WARRANTIES AND DISCLAIMERS
6.1 Limited Warranties. Except as otherwise provided in this Article 6, Esri warrants for a period of ninety (90) days from
the date Esri issues the Authorization Code enabling use of Software and Online Services that (i) the umnodified Software
and Online Services will substantially conform to the published Documentation under normal use and service and (ii) media
on which Software is provided will be free from defects in materials and workmanship.
6.2 Special Disclaimer. CONTENT, DATA, SAMPLES, HOT FIXES, PATCHES, UPDATES, ONLINE SERVICES
PROVIDED ON A NO-FEE BASIS, AND EVALUATION AND BETA SOFTWARE ARE DELIVERED "AS IS"
WITHOUT WARRANTY OF ANY KIND.
6.3 Internet Disclaimer. THE PARTIES EXPRESSLY ACKNOWLEDGE AND AGREE THAT THE INTERNET IS A
NETWORK OF PRIVATE AND PUBLIC NETWORKS AND THAT (i) THE INTERNET IS NOT A SECURE
INFRASTRUCTURE, (ii) THE PARTIES HAVE NO CONTROL OVER THE INTERNET, AND (iii) NONE OF THE
PARTIES SHALL BE LIABLE FOR DAMAGES UNDER ANY THEORY OF LAW RELATED TO THE
PERFORMANCE OR DISCONTINUANCE OF OPERATION OF ANY PORTION OF THE INTERNET OR POSSIBLE
REGULATION OF THE INTERNET THAT MIGHT RESTRICT OR PROHIBIT THE OPERATION OF ONLINE
SERV ICES.
6.4 General Disclaimer. EXCEPT FOR THE ABOVE EXPRESS LIMITED WARRANTIES, ESRI DISCLAIMS ALL
OTHER WARRANTIES OR CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT
NOT LIMITED TO, WARRANTIES OR CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE, SYSTEM INTEGRATION, AND NONINFRINGEMENT OF INTELLECTUAL PROPERTY
RIGHTS. ESRI DOES NOT WARRANT THAT PRODUCTS WILL MEET LICENSEE'S NEEDS; THAT LICENSEE'S
OPERATION OF THE SAME WILL BE UNINTERRUPTED, ERROR FREE, FAULT-TOLERANT, OR FAIL-SAFE; OR
THAT ALL NONCONFORMITIES CAN OR W1LL BE CORRECTED. PRODUCTS ARE NOT DESIGNED,
MANUFACTURED, OR INTENDED FOR USE IN ENVIRONMENTS OR APPLICATIONS THAT MAY LEAD TO
DEATH, PERSONAL INJURY, OR PHYSICAL PROPERTY/ENVIRONMENTAL DAMAGE. LICENSEE SHOULD
NOT FOLLOW ANY ROUTE SUGGESTIONS THAT APPEAR TO BE HAZARDOUS, UNSAFE, OR ILLEGAL. ANY
SUCH USES SHALL BE AT LICENSEE'S OWN RISK AND COST.
6.5 Exclusive Remedy. Licensee's exclusive remedy and Esri's entire liability for breach of the limited warranties set forth in
this Article 6 shall be limited, at Esri's sole discretion, to (i) replacement of any defective media; (ii) repair, correction, or a
workaround for Software or Online Services subject to the Esri Maintenance Program or Licensee's authorized distributar's
maintenance program, as applicable; or (iii) return of the license fees paid by Licensee for Software or Online Services that
do not meet Esri's limited warranty, provided that Licensee uninstalls, removes, and destroys all copies of Software or
Documentation; ceases using Online Services; and executes and delivers evidence of such actions to Esri or its authorized
distributor.
ARTICLE 7—LIMITATION OF LIABILITY
71 Disclaimer of Certain Types of Liability. ESRI, ITS AUTHORIZED DISTRIBUTOR, AND ITS LICENSORS SHALL
NOT BE LIABLE TO LICENSEE FOR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOST
PROFITS, LOST SALES, OR BUSINESS EXPENDITURES; INVESTMENTS; BUSINESS COMMITMENTS; LOSS OF
ANY GOODWILL; OR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING
OUT OF OR RELATED TO THIS LICENSE AGREEMENT OR USE OF PRODUCTS, HOWEVER CAUSED ON ANY
THEORY OF LIABILITY, WHETHER OR NOT ESRI, ITS AUTHORIZED DISTRIBUTOR, OR ITS LICENSORS
HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THESE LIMITATIONS SHALL APPLY
NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
7.2 General Limitation of Liability. EXCEPT AS PROVIDED lN ARTICLE 8—INFRINGEMENT INDEMNITY, THE
TOTAL CUMULATIVE LIABILITY OF ESRI AND ITS AUTHOWZED DISTRIBUTOR HEREUNDER, FROM ALL
CAUSES OF ACTION OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, CONTRACT, TORT (INCLUDING
NEGLIGENCE), STRICT LIABILITY, BREACH OF WARRANTY, MISREPRESENTATION, OR OTHERWISE,
SHALL NOT EXCEED THE AMOUNTS PAID BY LICENSEE FOR THE PRODUCTS THAT GIVE RISE TO THE
CAUSE OF ACTION.
E204 Page 4 of 7 04l26/2013
7.3 Applicability of Disclaimers and Limitations. Licensee agrees that the limitations of liability and disclaimers set forth
in this License Agreement will apply regardless of whether Licensee has accepted Products or any other product or service
delivered by Esri or its authorized distributor. The parties agree that Esri or its authorized distributor has set its fees and
entered into this License Agree�nent in reliance on the disclaimers and limitations set forth herein, that the same reflect an
allocation of risk between the parties, and that the same form an essential basis of the bargain between the parties. THESE
LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED
REMEDY.
THE FOREGOING WARRANTIES, LIMITATIONS, AND EXCLUSIONS MAY NOT BE VALID IN SOME
JURISDICTIONS AND APPLY ONLY TO THE EXTENT PERMITTED BY APPLICABLE LAW IN LICENSEE'S
JURISDICTION. LICENSEE MAY HAVE ADDITIONAL RIGHTS UNDER LAW THAT MAY NOT BE WAIVED OR
DISCLAIMED. ESRI DOES NOT SEEK TO LIMIT LICENSEE'S WARRANTY OR REMEDIES TO ANY EXTENT
NOT PERMITTED BY LAW.
ARTICLE 8—INFRINGEMENT INDEMNITY
8.1 Esri shall defend, indemnify, and hold Licensee harmless from and against any loss, liability, cost, or expense, including
reasonable attorneys' fees, that Licensee incurs as a result of any claims, actions, or demands by a third parly alleging that
Licensee's licensed use of Software or Online Services infringe a US patent, copyright, or trademark, provided
a. Licensee promptly notifies Esri in writing of the claim;
b. Licensee provides documents describing the allegations of infringement;
c. Esri has sole control of the defense of any action and negotiation related to the defense or settlement of any claim;
and
d. Licensee reasonably cooperates in the defense of the claim at Esri's request and expense.
8.2 If Software or Online Services are found to infringe a US patent, copyright, or trademark, Esri, at its own expense, may
either (i) obtain rights for Licensee to continue using the Software ar Online Services or (ii) modify the allegedly infringing
elements of Software or Online Services while maintaining substantially similar functionality. If neither alternative is
commercially reasonable, the license shall terminate, and Licensee shall cease accessing infringing Online Services and shall
uninsfall and return to Esri or its authorized distributor any infringing item(s). Esri's entire liability shall then be to indemnify
Licensee pursuant to Section 8.1 and (i) refund the Perpetual License fees paid by Licensee to Esri or its authorized
distributor for the infringing items, prorated on a five (5)-year, straight-line depreciation basis beginning from the initial date
of delivery, and (ii) for Term Licenses and maintenance, refund the unused portion of the fees paid.
8.3 Esri shall have no obligation to defend Licensee or to pay any resultant costs, damages, or attorneys' fees for any claims
or demands alleging direct or contributory infringement to the extent arising out of (i) the combination or integration of
Software or Online Services with a product, process, or system not supplied by Esri or specifed by Esri in its
Documentation; (ii) material alteration of Software or Online Services by anyone other than Esri or its subcontractors; or
(iii) use of Software or Online Services after modifications have been provided by Esri for avoiding infringement or use after
a return is ordered by Esri under Section 8.2.
8.4 THE FOREGOING STATES THE ENTIRE OBLIGATION OF ESRI AND ITS AUTHORIZED DISTRIBUTOR WITH
RESPECT TO INFRINGEMENT OR ALLEGATION OF INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS
OF ANY THIRD PARTY.
ART[CLE 9—GENERAL PROVISIONS
9.1 Future Updates. Use of Products licensed under this License Agreement is covered by the terms and conditions
contained herein. New or updated Products may require additional or revised terms of use under the then-current Esri License
Agreement. Esri will make new ar revised terms of use available at http://���w��i�.esi•i.com/legallsoft�vare-license or provide
notice of new or revised terms to Licensee.
9.2 Export Control Regulations. Licensee expressly acknowledges and agrees that Licensee shall not export, reexport,
import, transfer, or release Products, in whole or in part, to (i) any US embargoed country; (ii) any person on the US Treasury
Department's Jist of Specially Designated Nationals; (iii) any person or entity on the US Commerce Department's Denied
E204 Page 5 of 7 04/26/2013
Persons List, Entity List, or Unverified List; or (iv) any person or entity or into any country where such export, reexport, or
import violates any US, local, or other applicable import/expoi�t control laws or regulations including, but not limited to, the
terms of any import/export license or license exemption and any amendments and supplemental additions to those
import/export laws as they may occur from time to time.
9.3 Taxes and Fees, Shipping Charges. License fees quoted to Licensee are exclusive of any and all taxes or fees,
including, but not limited to, sales tax, use tax, value-added tax (VAT), customs, duties, or tariffs, and shipping and handling
charges.
9.4 No Implied Waivers. The failure of either party to enforce any provision of this License Agreement shall not be deemed
a waiver of the provisions or of the right of such party thereafter to enforce that or any other provision.
9.5 Severability. The parties agree that if any provision of this License Agreement is held to be unenforceable for any reason,
such provision shall be reformed only to the extent necessaiy to make the intent of the language enforceable.
9.6 Successor and Assigns. Licensee shall not assign, sublicense, or transfer Licensee's rights or delegate Licensee's
obligations under this License Agreement without Esri's and its authorized distributar's prior written consent, and any attempt
to do so without consent shall be void. This License Agreement shall be binding on the respective successors and assigns of
the parties to this License Agreement. Notwithstanding, a government contractor under contract to the government to deliver
Products may assign this License Agreement and Products acquired for delivery to its government customer upon written
notice to Esri, provided the government customer assents to the terms of this License Agreement.
9.7 Survival of Terms. The provisions of Articles 2, 5, 6, 7, 8, and 9 of this License Agreement shall survive the expiration
or teimination of this License Agreement.
9.8 Equitable Relief. Licensee agrees that any breach of this License Agreement by Licensee may cause irreparable damage
and that, in the event of such breach, in addition to any and all remedies at law, Esri or its authorized distributor shall have
the f•ight to seek an injunction, or other equitable relief awarded by a court of competent jurisdiction.
9.9 US Government Licensee. The Products are commercial items, developed at private expense, provided to Licensee
under this License Agreement. If Licensee is a US government entity ar US government contractor, Esri licenses Products to
Licensee in accordance with this License Agreement under FAR Subparts 12.211/12.212 or DFARS Subpart 227.7202. Esri
Data and Online Services are licensed under the same DFARS Subpart 227.7202 policy as commercial computer software for
acquisitions made under DFARS. The commercial license rights in this License Agreement strictly govern Licensee's use,
reproduction, or disclosure of Products. Licensee may n�ansfer Software to any licensed government procuring agency facility
to which computer(s) on which Software is installed are transferred. If any court, arbitrator, or board holds that Licensee has
greater rights to any portion of Products under app]icable public procurement law, such rights shall extend only to the
portions affecfed.
9.10 Governing Law, Arbitration
a. Licensees in the United States of Arnerica, Its Te��r'1lOi•ies, arrd Outlying Ar•eas. This License Agreement shall be
governed by and construed in accordance with the laws of the State of Texas without reference to conflict of laws
principles, except that US 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 that cannot be settled through
negotiation may, upon mutual consent of the parties, be finally settled by arbitration administered by the American
Arbitration Association under its Commercial Arbitration Rules.
This License Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale
of Goods, the application of which is expressly excluded.
b. All Other Licensees. Except as provided in Section 9.8, any dispute arising out of or relating to this License Agreement
or the breach thereof that cannot be settled through negotiation shall be finally settled under the Rules of Arbitration of
the International Chamber of Commerce by one (1) arbih•ator appointed in accordance with said rules. The language of
the arbih�ation shall be English. The place of the arbitration shall be at an agreed-upon location. This License Agreement
shall not be governed by the United Nations Convention on Contracts far the International Sale of Goods, the application
of which is expressly excluded. Either party shall, at the request of the other, make available documents or witnesses
relevanf to the major aspects of the dispute.
E204 Page 6 of 7 04/26/2013
9.11 Maintenance. Maintenance for qualifying Products consists of updates and other benefits, such as access to technical
support, specified in Esri's or its distributor's current applicable maintenance policy.
9.12 Feedback. Esri may freely use any feedback, suggestions, or requests far Product improvements that Licensee provides
to Esri.
9.13 Patents. Licensee may not seek, and may not permit any other user to seek, a patent or similar right worldwide that is
based on or incorporates any Esri technology or services. This express prohibition on patenting shall not apply to Licensee's
software and technology except to the extent that Esri technology of• services, or any portion thereof, are a part of any claim
or preferred embodiment in a patent application or a similar application.
9.14 Entire Agreement. This License Agreement, including its incorporated documents, constitutes the sole and entire
agreement of the parties as to the subject matter set forth herein and supersedes any previous license agreements,
understandings, and arrangements between the parties relating to such subject matter. Additional or conflicting terms set forth
in any purchase orders, invoices, or other standard form documents exchanged during the ordering process, other than
product descriptions, quantities, pricing, and delivery instructions, are void and of no effect. Any modification(s) or
amendment(s) to this License Agreement must be in writing and signed by each party.
E204 Page 7 of 7 04/26/2013
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Esri, 380 New York St., Redlands, CA 92373-8100 USA • TEL 909-793-2853 • FAX 909-793-5953
EXHIBIT 1
SCOPE OF USE
(E300 12/07/2012)
ADDENDUM 1
SOFTWARE TERMS OF USE
(E300-1)
This Software Terms of Use Addendum ("Addendum 1") sets forth the terms of Licensee's use of Software and includes the
Licensee's existing master license agreement, if any, or the License Agreement found at http:!/w�vw.esri.com/le�al/software-
license (as applicable, the "License Agreement"), which is incorporated by reference. This Addendum 1 takes precedence
over conflicting terms of the License Agreement.
SECTION 1—DEFINITIONS
Software may be offered under the following license types as set foi�th in the applicable sales quotation, purchase order, or
other document identifying the Products that Licensee orders:
1. "Concun�ent Use License" means a license to install and use the Software, Data, and Documentation on computer(s)
on a network, but the number of simultaneous users may not exceed the number of licenses acquired, including the
right to run passive failover instances of Concurrent Use License software in a separate operating system
environment for temporary failover support.
2. "Deployment Server License" means a license that, in addition to providing Staging Server License rights,
authorizes Licensee to install and use the Software or Data to provide services to multiple users on the same or other
computer(s).
3. "Development Server License" means a license that authorizes Licensee to install and use the Software on a single
cotnputer to design and buiid applications that interface with or utilize server Software as described in the
Documentation.
4. "Single Use License" means a license that allows Licensee to permit a single authorized end user to install and use
the Software, Data, and Documentation on a single computer for use by that end user on the computer on which the
Software is installed. Licensee may permit the single authorized end user to install a second copy for end user's
exclusive use on a second computei• as long as only one (1) copy of Product is in use at any time. No other end user
may use Product under the same license at the same time for any other purpose.
5. "Staging Server License" means a license that, in addition to providing Development Server License rights, enables
Licensee to use and install the Software for the following purposes: user acceptance testing, performance testing,
load testing of other third-party software, staging new commercial data updates, and training activities.
6. "Tenn License" means a license or access provided for use of a Product for a limited time period ("Term") or on a
subscription or transaction basis.
E300 Page 1 of 17 12/07/2012
SECTION 2-TERMS OF USE FOR SPECIFIC SOFTWARE
Unless otherwise noted in the applicable Ordering Document, extensions to Software follow the same scope of use as that
granted for the corresponding Software. Specific Software is subject to the terms of use set foi�th in the notes referenced
below:
Desktop
- Address Coder (22; Addendiim 2, Note 7)
• ArcExplorer-Java and Windows Editions (20;
Addendum 2. Note 1)
• ArcGIS for Desktop (Advanced, Standard, or Basic)
(26; Addei�d« �7� 2, Note 1; Addendum 2, Note�
• ArcGIS Explorer Desktop (20; �ddendum_2, Note._l.)
• ArcG1S for AutoCAD (20)
• ArcLogistics
- Desktop (Addendun� 2. Note 1; Addendum 2,
Note 2)
- Using Ai•cGIS Online (20; 46; Addend�un 2
Note_.1_)
- Using ArcGIS for Server (20; 46; Addendun� 2,
Note 1
- Navigator (46; Addendum 2 Note l; Addendun� 2,
Note 2)
� ArcPad (12; 13; Addendum 2. Note 1; Addendnm 2,
Note,2_)
• ArcReader (20; Elddendum 2, Note 1)
■ ArcView 3.x and Extensions (17)
• Esri Business Analyst (Addendurn 2, Note l;
Addendum 2, Note 4)
• Esri Maps for Office (�dde�ldum 2, Note I)
■ Sourcebook•America (20; Addendum 2, Note 8)
■ ArcGIS for Windows Mobile (I5; 54; Addendum 2,
Note 1)
• ArcGIS for iOS; ArcGIS for Windows Phone; ArcGIS
for Android (Addendum 2, Note 1)
Server
• ArcGIS for Server
- Warkgroup (8; 9; 28; 29; 30; 32; 38; 39;
Adde�ldum 2, Note l; Adde��dum 2, Note 6)
- Enterprise (8; 9; 27; 31; 38; 39; Addendum 2,
Note l; Addeiidum ?, Note 6)
- Cloud Bundle (10; Addendum 3-Common
Terms)
• ArcGIS for Server Extensions
- ArcGIS for INSPIRE (8; Addendum 2, Note 1
� Esri Business Analyst Server
- Workgroup (8; 9; 28; 29; 30; 31; 39; Addendum 2,
Note l; Adde�ldum 2, Note 4)
- Enterprise (8; 9; 27; 31; 39; Addendun� 2, Note 1;
Addendum 2, Note �)
• Portal for ArcG1S (31; 61; 62; Addendum 2, Note 1)
• Esri Tracking Server (31)
• Esri Maps for IBM Cognos (53)
■ Esri Maps for SharePoint (Addend�un 2, Note I)
Developer Tools
• ArcGIS Runtime SDK for iOS, Windows Phone,
Windows Mobile, or Android (16; Acidenclu�n 2.1
Note 1)
� ArcGIS Engine Developer Kit and Extensions (16, 22,
26)
• ArcGIS Engine for Windows/Linux and Extensions
(15; 22; 26; Addendum 2, Note 1; Addeudum 2,
N�te 6)
� ArcGIS for Windows Mobile Deployments (I5; 54;
Addendu�n 2, Note 1)
� ArcGIS Runtime (18; 59; Addendum 2, Note 1)
• ArcGIS Runtime SDK (16; 60; Addendlun 2, Note 1)
• ArcGIS Web Mapping (including ArcGIS API for
JavaScript/HTMLS, ArcGIS API for Flex, ArcGIS
API for Microsoft Silverlight, ArcGIS API for WPF)
(15; 16; 64; 66; Addendum 2. Note 1)
• Esri Business Analyst Server Developer
(Addendum 2, Note l; Addendt�m 2, Note 4)
• Esri Developer Network (EDN) Software, Online
Services, and Data (24; 26; Addendum �,Note_1;
Acldendum 2, Note 6)
• Esri File Geodatabase API (47)
Bundled Products
• ArcGIS for Transportation Analytics (1; Acidendum 2,
Note. 2; Addendum 2, Note I 1)
E300
Page 2 of 17
12/07/2012
Notes
• If you do not license any of the Products in the table above, these Additional Tei�ns of Use do not apply to you.
• Additional Terms of Use for Products ONLY APPLY to the Products that reference them by number in the table
above.
• Unless otherwise noted in the applicable Ordering Uocumeut, extensions to Software follow the same scope of use
as that granted for the corresponding Software.
Additional Tertns of Use for Products listed above.
1
2-7.
8.
9.
�
11.
12.
13.
14.
15.
�
Licensee may use the Software, Data, and Online Services included in ArcGIS for Transportation Analytics solely
for direct support of fleet operations. No other use of ArcGIS for Transpo��tation Analytics or the individual
components that are part of ArcGIS for Transportation Analytics is permitted. This restriction does not apply to the
ArcGIS Online Organization Account included with ArcGIS for Transportation Analytics. The ArcGIS Online
Organization Account can be used for any purpose subject to the terms of this License Agreement.
Reserved.
The administration tools for the Software may be copied and redistributed throughout Licensee's organization.
User-developed ArcGIS far Server administration tools may be copied throughout Licensee's organization, but the
ArcCatalog application (found in ArcGIS for Desktop) may not be copied.
Licensee will provide information or other materials related to its content (including copies of any client-side
applications) as reasonably requested to verify Licensee's compliance with this License Agreement. Esri may
monitor the external interfaces (e.g., ports) of Licensee's content to verify Licensee's compliance with this License
Agreement. Licensee will not block or interfere with such monitoring, but Licensee may use encryption
technology or firewalls to help keep its content confidential. Licensee will reasonably cooperate with Esri to identify
the source of any problem witli the Cloud Bundle services that may reasonably be attributed to Licensee's content or
any end-user materials that Licensee controls.
Reserved.
Software is licensed for navigational use only when used in conjunction with ArcLogistics.
"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 (l) time.
Reserved.
Licensed as a Deployment License. Deployment Licenses for Internet application(s) may be subject to payment of
additional license fees.
Licensee may deliver applications to Licensee's sublicensee(s) provided Licensee uses a sublicense agreement that
protects Esri's rights in Esri's Software, Data, Online Services, and Documentation to the same extent as the License
Agreement including, but not limited to, the following terms:
a. Sublicensee may not reverse engineer, decompile, or disassemble the Esri Software, Data, Online Services,
or pocumentation, except to the extent permitted by applicable law; copy for commercial use; or transfer or
assign its rights under the license grant;
b. Sublicensee may not use any Esri Software, Data, Online Services, or pocumentation, in whole or in part,
separate from Licensee's executable application; and
c. Third-parly dependent or reauired components are redistributable subject to permission from the owner or
authoi•.
Applications may be subject to deployment fees owed to Esri. Contact Esri or Licensee's distributor for details.
l 7. Licensee may use Business Objects Crystal Reports software only with the ArcView 3.x Software with which it was
acquired and subject to the Crystal Reports License Agreement available on the media. Licensee may not use a
software program or system to cache or queue report requests.
18. Licensed as a Deployment License. The Deployment License is per application per computer. Deployment Licenses
may not be used for Internet or server deployment. Deployment Licenses for desktop application(s) may be subject
to payment of additional license fees.
19. Reserved.
E300 Page 3 of 17 12/07/2012
20. Licensee may reproduce and deploy the Software provided all the following occur:
a. The Software is reproduced and deployed in its entirety;
b. A license agreement accompanies each copy of the Software that protects the Software to the same extent
as the License Agreement, and the recipient agrees to be bound by the terms and conditions of the license
agreement;
c. All copyright and trademark attributions/notices are reproduced; and
d. There is no charge or fee attributable to the use of the Software.
21.
22.
23.
24.
25
26
27
28.
29
30
3]
32.
33-37.
38.
39
40-45.
46.
47
48-52.
53.
Reseived.
a. ArcGIS Engine for Windows/Linux licenses shall not be used for Internet and server development and
deployment;
b. An end user must license either ArcGIS Engiue for Windows/Linux Software or other ArcGIS for Desktop
Software (Basic, Standard, or Advanced) to obtain the right to run an ArcGIS Engine application on
one (1) computer; and
c. The ArcGIS Engine for Windows/Linux extensions shall not be used in combination with ArcGIS for Desktop
Software to run ArcGIS Engine applications. A single user can have multiple applications installed on
one (1) computer for use only by that end user.
Reserved.
EDN Software may be used only for the purposes of research, development, testing, and demonstration of a
prototype application. EDN server Software and Data may be installed on multiple computers for use by any named
EDN developer. ArcGIS Online subscriptions included with EDN Advanced may be used as permitted by the Terms
of Use in Addendum 3, Online Services Addendum.
Reserved.
An ArcSDE Personal Edition geodatabase is restricted to ten (10) gigabytes of Licensee's data.
ArcGIS for Server Web ADF Runtime Software may not be deployed independently of Licensee's ArcGIS for
Server Enterprise configuration.
Use is limited to ten (10) concurrent end useis of applications other than ArcGIS for Server applications. This
restriction includes use of ArcGIS for Desktop Software, ArcGIS Engine Software, and third-party applications that
connect directly to any ArcGIS for Server geodatabase. There are no limitations on the number of connections from
web applications.
Software can only be used with a supported version of SQL Server Express. Supported versions are listed with the
system requirements for the product on the Esri website.
Use is restricted to a maximum of ten (10) gigabytes of Licensee's data.
Licensee may have redundant Esri Server Software installation(s) for failover operations, but the redundant Software
can only be operational during the period the primary site is nonoperational. The redundant Software installation(s)
shall remain dormant, except for system maintenance and updating of databases, while the primaty site or any other
redundant site is operational.
Redundant Software installation for failover operations is not permitted.
Reserved.
The ArcGIS 3D Analyst for Server extension included with ArcGIS for Server Standard (Workgroup or Enterprise)
may be used only for generating globe data cache(s) or publishing a globe document as an ArcGIS Globe Service.
No other use of the ArcGIS 3D Analyst for Server extension Software is permitted with ArcGIS for Server Standard.
Any editing functionality included with ArcGIS for Server is not permitted for use with ArcGIS for Server Basic
(Workgroup or Enterprise).
Reserved.
Licensee should not follow any route suggestions that appear to be hazardous, unsafe, or illegal. Licensee assumes
all risk of using this navigation Software.
Licensee may develop and distribute software or web applications that use Esri File Geodatabase API to Licensee's
end users.
Reserved.
This authorizes installation and use of a sufficient quantity of instances of ArcGIS for Server Enterprise Standard
solely for the purposes of integrated intercommunication between Esri ArcGIS for Server map services and IBM
Cognos data packages. No other use of Esri ArcGIS for Server Enterprise Standard is permitted.
E300 Page 4 of 17 12/07/2012
54.
55-58.
59.
. 1'
ArcGIS for Windows Mobile Deployments are licensed for use with ArcGIS for Server Enterprise (Advanced or
Standard), ArcGIS for Server Workg�•oup (Advanced), ArcGIS for Desktop (Advanced, Standard, Basic), and
ArcGIS Engine applications.
Reserved.
Licensee may develop an unlimited number of applications on a single computer and deliver the applications to end
usei•s up to the number of ArcGIS Standard or Advanced Deployment Licenses that have been purchased. There is
no license fee or restriction on the number of ArcGIS Runtime Basic licenses deployed.
a. ArcGIS Runtime SDK licenses shall not be used to develop Internet ar server applications;
b. For ArcGIS Runtime Standard or Advanced:
(i) An end user must purchase a software application that includes an ArcGIS Runtime license to obtain the
right to run an ArcGIS Runtime application on one (1) computer; and
(ii) Licensees building applications for their own internal use must purchase ArcGIS Runtime licenses for
every application Deployed that includes ArcGIS Runtime.
(iii) A single user may have multiple ArcGIS Runtime licensed applications installed on one (1) computer, but
each app(ication is an independent Deployment of Ai•cGIS Runtime.
�
�
63.
64.
65.
66.
Oracle is a third-party beneficiary of Esri's rights under the License Agreement with respect to the Software but is
not a party hereto and assumes no obligations hereunder.
Esri and its licensors reserve the right to conduct an audit of Licensee's use of the Software. Licensee will provide
reasonable assistance and access to information regarding Licensee's use of the Software. Audit results may be
reported to Esri's licensors. Fees for overdeployment or excess usage are payable within thirty (30) days of the
invoice date.
Reserved.
For web applications, Licensee may not use this Product independently of other Esri Product(s).
Reserved.
For desktop applications ar SharePoint, each license is per organization. For the purposes of this license,
ofganization is equivalent to a principal registered unique domain identifier. Dornain is the Internet domain name
registered with a domain name registrar. For instance, in example.com, example.com is the registered unique
domain identifier. Similarly, in example.com.xx, where xx is a registered country code, example.com.xx is the
registered unique domain identifier. Desktop applications can be used by any employee of the organization with the
principal registered uniyue domain identifier. There is no limit to the number of applications that can be built and
deployed within an organization.
E300 Page 5 of 17 12/07/2012
ADDENDUM 2
DATA TERMS OF USE
(E300-2)
This Data Terms of Use Addendum ("Addendum 2") sets forth the terms of Licensee's use of Data and includes Licensee's
existing master license agreement, if any, or the License Agreement found at http://�y��J���,esri,cotl�/le�al/software_license (as
applicable, the "License Agreement"), which is incorporated by reference. This Addendum 2 takes precedence over
conflicting terms of the License Agreement. Esri reserves the right to modify the Data terms of use referenced below at any
time. For Data licensed through a subscription, Licensee may cancel the subscription upon written notice to Esri or
discontinue use of the Data, as applicable. If Licensee continues to use the Data, Licensee will be deemed to have accepted
the modification. Data terms of use are set forth in the notes referenced below:
• ArcGIS Online Data (1) • Data Appliance for ArcGIS (3)
■ StreetMap Premium for ArcGIS (2) • Business Analyst/Location Analytics Data (4, 10)
• StreetMap Premium for Windows Mobile (2) � Demographic, Consumer, and Business Data ("Esri
• StreetMap Premium for ArcPad (2) Data") (5, 10)
� StreetMap Premium for ArcGIS for Transportation • Data and Maps for ArcGIS (6)
Analytics (2; Addendum 1, Note 1) • Address Coder Data (7, 10)
• NAVTEQ Traffic Data (I 1; Addendum 1, Note 1) • Sourcebook•America Data (8, 10)
• ArcLogistics Data (2) • MapStudio Data (9)
Notes
• If you do not license any of the Products in the table above, these Additional Terms of Use do not apply to you.
• Additional Terms of Use for Products ONLY APPLY to the Products that reference them by number in the table
above.
• Additional Terms of Use for Products listed above.
l. ArcGIS Onli»e Data.• Software and Online Services that reference this note enable access to ArcGIS Online Data.
ArcGIS Online Data is provided for use solely in conjunction with Licensee's authorized use of Esri Software and Online
Services. Licensee may use Data accessed through ArcGIS Online as permitted under the tertns of the URLs referenced
below:
a. NAVTEQ data is subject to the terms of use at htt�.//����vw_esri_comr _%inedia/Files/Pdfs/legal�cifs/j9791=
� navteg_ use�data.pdf.
b. Tele Atlas/TomTom data is subject to the terms of use at
http:l/�vtiv��=.esri.comi�hnedia/Files/Pdfs/legal/pdfs/j9792-teleatlas use data.pdf.
c. Data from i-cubed is subject to the terms of use at http��/www.esri.com/-/medialFiles/Pdfs/le�il/�dfsr'j9946-
icubed.pdf.
d. Microsoft Bing Maps data is subject to the terms of use at http:�/tivww_esri_conl/�hnedi��/Files/Pdfsllegal/�dfs/e=
b02-bing-ma�svcs.pdf.
e. BODC bathymetry data is subject to the terms of use found at
https: ;'�v�v�v.bodc.ac.uk/ciata/online cieliver��/�ebco./terms of use.!.
2. StreetMap P��emium for Af�cGIS: StreetMap Premium fo�� ArcGIS for Windows Mobile; StreetMap Pretrtium fo�• ArcPad,�
Stf•eetMap P�•erniurn for ArcGIS for Transportation Analytics; ArcLogistics Data: StreetMap Premium Data may be used
for mapping, geocoding, and single vehicle routing purposes but is not licensed for dynamic routing. For instance,
StreetMap Premium Data may not be used to alert a user about upcoming maneuvers (such as warning of an upcoming
turn) or to calculate an alternate route if a turn is missed. StreetMap Premium Data may not be used to perform
synchronized routing of multiple vehicles. Data acquired for use with ArcGIS for Desktop, ArcGIS for Server, ArcPad,
ArcGIS for Transportation Analytics, or ArcLogistics Software may only be used with the Product for which the Data
was acquired, and may not be used with any other Product. StreetMap for Windows Mobile Data is licensed for use
solely on mobile devices or in conjunction with ArcGIS for Mobile applications. Data may include data from either of
the following sources:
E300 Page 6 of 17 12/07/2012
a. NAVTEQ data is subject to the terms of use at http://�,v�v�v.esri.col�l/�/media/Files/Pdfs/le<�al/pdfs/'91 791 _
navteq use data.pdf. NAVTEQ data, when licensed for use in StreetMap Premium far ArcGIS for
Transportation Analytics, permits tracking, multivehicle routing, and route optimization.
b. Tele Atlas/TomTom data is subject to the terms of use at
http:/r'�v�vw.esri_com/-r'media!Files/Pdfs/le�aUpdfs/�9792-teleatlas use data.pdf.
3. Data Appliance for A��cGIS: Data provided with Data Appliance is subject to the following additional terms of use:
a. Licensee may only use Data for North America with the North America collection of the Data Appliance for
ArcGIS. This restriction applies to a large-scale (i.e., scale levels below 1:100,000) street map, transportation
layer, boundaries and places layer, and one (1)-meter or better resolution imagery included in the USA
Collection. This restriction does not apply to the small-scale (i.e., scale levels above 1:100,000) maps provided
in the Worid Collection, which are intended for display at global and regional scales.
b. NAVTEQ data is subject to the terms of use at htt}�:!='�vww.es►-i.com/--hnedia%Files/Pdfs;legaUpdfs/j9791-
navtec�use_data.pdf.
c. Tele Atlas/TomTom data is subject to the terms of use at
1�tt�Jhv�-vw.esri.coml�/media/Files/Pdfs/leval-�`pdfs/j979?-teleatlas use data.pdf. �
d. Data fi•om i-cubed is subject to the terms of use at httk� .; i��.}v}�._esr.i:com/�l�necli�'Files/Pclfs/legal/�clfs/j9946M
icubed.��df.
e. BODC bathymetry data is subject to the tenns of use found at
https://�vw�i-.bodc.ac.ul�/data!online delivervlQeUco/terms of use/.
4. Business Analyst Data; Location Analytics Data.• Business Analyst Data is provided with Esri's Business Analyst
(Server, Desktop) or accessed through Business Analyst Online and Community Analyst. Location Analytics Data is
accessed through Business Analyst Online API, Community Analyst API, and Location Analytics API. The Data is
subject to the following additional terms of use:
a. The Data is provided for Licensee's internal business use solely in connection with Licensee's authorized use of
Software. Business Analyst Data is restricted for use only in conjunction with the respective Business Analyst
extension. Location Analytics Data is resri•icted for use only in conjunction with Business Analyst Online API,
Community Analyst API, and Location Analytics API. If Licensee orders a license for Esri Business Analyst or
Business Analyst (Canadian Edition), or for Business Analyst Online API, Community Analyst API, and
Location Analytics API, with a subset of the national dataset (i.e., Region, State, Local), Licensee may use only
the licensed subset, not any other portion of the national dataset.
b. Licensee's use of Canadian Edition Data with Business Analyst (Server, Desktop), Business Analyst Online
API, Community Analyst API, or Location Analytics API is subject to the Use of Data Restrictions specific to
Bsri� Business Analyst (Caiiadiau Edition) Data.
c. Infogroup data is subject to the following terms of use: "Users" means end users of Esri Software. Any use of
the Infogroup database not expressly authorized in this License Agreement is strictly prohibited. Without
limiting the generality of the foregoing, Users are expressly prohibited from (i) cobranding or otherwise
providing the product or service on behalf of any third party; (ii) sublicensing or reselling the Infogroup
database; (iii) using or allowing third parties to use the Infogroup database for the purpose of compiling,
enhancing, verifying, supplementing, adding to, or deleting from any mailing list, geographic or trade
directories, business directories, classified directories, classified advertising, or other compilation of
information that is sold, rented, published, furnished, ar in any manner provided to a third party; (iv) using the
Infogroup database in any service or product not specifically authorized in this License Agreement or offering it
through any third party; (v) disassembling, decompiling, reverse engineering, modifying, or otherwise altering
the Infogroup database or any part thereof without Infogcoup's prior written consent, such consent to be granted
or withheld at Infogroup's sole discretion; or (vi) using the Infogroup database for any direct marketing
purposes.
d. NAVTEQ data is subject to the terms of use at http://www.esri.com/�/media/Files/Pdfs/legal/pdfs/i9791-
navtec� use data.pdf.
e. Tele Atlas/TomTom data is subject to the terms of use at
litt�./l�i��vti��.esri:eon�/�;�»zdia�Files/Pcl.fs/le�al/�dfs/j_9792-tel:eatl,as use data�df
E300 Page 7 of 17 12/0"7l2012
5. Demographic, Cortsurnef�, and Business Data ("Esri Data'): This Data categoiy includes demographic, consumer,
business, and Tapestry Segmentation datasets. Subject to the terms of the License Agreement and this Addendum 2,
Licensee may use the Esri Data for any business purpose.
6. Data and Maps for ArcGIS: The Data is available to licensed users of ArcGIS for Desktop, ArcGIS for Server, and
ArcGIS Online. Data and Maps for ArcGIS is provided for use solely in conjunction with authorized use of ArcGIS for
Desktop, ArcGIS for Server, and ArcGIS Online.
a. Licensee may redistribute the Data as described in the Redistribution Rights Mah�ix available at
http:/!www.esri.com/IeQal/redistribution-ri�l,. �ts, in the Help system, or in supporting metadata files, subject to
the specific attribution descriptions and requirements for the dataset accessed.
b. StreetMap Data may be used for mapping, geocoding, and routing purposes but is not licensed for dynamic
routing purposes. Far instance, StreetMap USA may not be used to alert a user about upcoming maneuvers
(such as warning of an upcoming turn) or to calculate an alternate route if a turn is missed.
7. Add�•ess Code�� Data.• This Data is included with Address Coder and is provided for Licensee's internal business use
solely in connection with Licensee's authorized use of Address Coder.
8. Sou�•cebook•Ame�•ica Data: This Data is included with Sourcebook•America and provided for Licensee's internal
business use solely in connection with Licensee's authorized use of Sourcebook•America.
9. MapStudio Data: Use of this Data is subject to the following terms and conditions:
a. NAVTEQ data is subject to the terms of use at http�Uw�v«� esri com/-/media!Files/Pdfs/legall�dfs/i9791-
navtec�use data.pdf.
b. Tele Atlas/TomTom data is subject to the terms of use at
htt��;/����i����.esri,coml.�!»iedia,�FileslPdfs,!le�al/p�itis!j979?.-teleatlas use data�xlf.
c. Data from i-cubed is subject to the terms of use at http://ww�v.esri.com%,�/media/Files/Pdfslle_gallpdfs!j9946-
icubed.pdf.
d. Infogroup Data is subject to the following terms of use: "Users" means end users of Esri Software. Any use of
the Tnfogroup database not expressly authorized in this License Agreement is strictly prohibited. Without
limiting the generality of the foregoing, Users are expressly prohibited from (i) cobranding or otherwise
providing the product or service on behalf of any third party; (ii) sublicensing or reselling the Infogroup
database; (iii) using or allowing third parties to use the Infogroup database for the purpose of compiling,
enhancing, verifying, supplementing, adding to, or deleting from any mailing list, geographic or trade
directories, business directories, classified directories, classified advertising, or other compilation of
information that is sold, rented, published, furnished, or in any manner provided to a third party; (iv) using the
Infogroup database in any service or product not specifically autharized in this License Agreement or offering it
through any third party; (v) disassembling, decompiling, t•everse engineering, modifying, or otherwise altering
the Infogroup database or any pai�t thereof without Infogroup's prior written consent, such consent to be granted
or withheld at Infogroup's sole discretion; or (vi) using the Infogroup database for any direct marketing
purposes.
10. Licensee may include Data in hard-copy or read-only format ("Outputs") in presentation packages, marketing studies, or
other reports or documents prepared for third parties. Licensee shall not resell or otherwise externally distribute Outputs
in stand-alone form.
i l. ArcGlSfor Ti�ansportation Arzalytics—NAVTEQ traffic data option: This online data service is available as an option for
use exclusively with ArcGIS for Ti•ansportation Analytics. Use of this data is subject to the following tenns and
conditions:
a. NAVTEQ traffic data is subject to tlie terms of use at htfp;ilwww.esr�.com/�hnedialFileslPdfs/legal/pdfs/'91 791_
navtec�use data.pdf.
b. No automatic routing or rerouting based on traffic conditions is permitted without the Navigation add-on.
c. NAVTEQ traffic data may not be archived and may be delivered only for end users' personal, near-term use, not
to exceed one (1) twenty-four (24)-I�our period.
d. NAVTEQ traffic data may not be used to display or broadcast in any FM/AM/HD radio broadcast or television
broadcast or through anv RDS delivery method.
e. NAVTEQ traffic data tnay not be used with or incorporated into any traffic system that provides voice traffic
reports to inbound callers.
E300 Page 8 of 17 12/07/2012
f. NAVTEQ traffic data may not be used to develop or commercially make available a text-to-voice e-mail alert
or message or voice mail application using any poi�tion of NAVTEQ traffic data.
E300 Page 9 of 17 12/07/2012
ADDENDUM 3
ONLINE SERVICES ADDENDUM
(E300-3)
This Online Services Addendum ("Addendum 3") sets forth the terms of Licensee's use of Online Services and includes the
Licensee's existing master license agreement, if any, or the License Agreement found at htt�,_I/www_esri_com/le�al/software-
license (as applicable, the °License Agreement"), which is incorparated by reference. This Addendum 3 takes precedence
over conflicting terms of the License Agreement. Esri reserves the right to update the terms from time to time. Section 1 of
this Addendum 3 contains terms applicable to all Online Services; Section 2 contains common terms applicable to specific
Online Services.
SECTION 1—COMMON TERMS OF USE OF ONLINE SERVICES
ARTICLE 1—DEFINITIONS
In addition to the definitions provided in the License Agreement, the following definitions apply to this Addendum 3:
a. "Anonymous Users" means individuals that do not qualify as Named Users but have limited access to Online
Services.
b. "API" means application programming interface.
c. "ArcGIS Website" means http:/;����vtiv.arc�is.com and any related or successor websites.
d. "Content" means Data, images, photographs, animations, video, audio, text, maps, databases, data models,
spreadsheets, user interfaces, software applications, and Developer Tools.
e. "Developer Tools" means software development kits (SDKs), APIs, software libraries, code samples, and other
resources.
f. "Named Users" means Licensee's employees; agents; consultants; contractors; ar, for Education Plan accounts,
registered students; whom Licensee authorizes to access Online Services fot• Licensee's exclusive benefit through
Licensee's ArcGIS Online account, to which they are e�plicitly linked through unique, individual user names and
passwords. Named Users have access to features of Online Services that are not accessible to Anonymous Users.
Named Users' access to features of Online Services may be constrained by Named Users type as defined for specific
Online Services and as described in the applicable Ordering Document or other product documentation.
g. "Online Content" means Content hosted or provided by Esri as part of Online Services, including any Map Services,
Task Services, Image Services, and Developer Tools and excluding Content provided by third pai�ties that Licensee
accesses through Online Services.
h. "Service Components" means each of the following: Online Services, Online Content, ArcGIS Website, Developer
Tools, Documentation, or related materials.
i. "Licensee's Content" means any Content that Licensee or Licensee's Named Users submit to Esri in connection with
Licensee's use of the Online Services, any results derived from the use of Licensee's Content with Online Services,
and any applications Licensee builds with Developer Tools and deploy with Online Services. Licensee's Content
excludes any feedback, suggestions, or rec�uests for Product improvements that Licensee provides to Esri.
j. "Value-Added Application" means an application developed using the Developer Tools and Online Services as
enabled through Licensee's use of Online Services and that includes functions or features that do not expose native
Online Services directly to Licensee's end users. Licensee is prohibited from exposing native Online Service
capabilities substantially similar or equivalent to those provided to Licensee by Esri.
k. "Web Services" as used under Licensee's existing signed license agreement, if any, means Online Services and any
Content delivered by such Online Services.
ARTICLE 2—USE OF ONLINE SERVICES
2.1 License to Online Services. Esri grants Licensee a personal, nonexclusive, nontransferable, worldwide license to access
and use Online Services as set forth in the applicable Ordering Documents (i) for which the applicable license fees have been
paid (if required), (ii) for Licensee's own intefnal use by Licensee and Licensee's Named Users or Anonymous Users (if
applicable), and (iii) in accordance with this License Agreement and the licensed configuration on file as authorized by Esri.
E300 Page 10 of 17 12/07/2012
2.2 Provision of Subscription Online Services. For subscription Online Services, Esri will
a. Provide Online Services to Licensee in accordance with the Documentation;
b. Provide customer support in accordance with Esri's standard customer support policies and any additional support
Licensee may purchase; and
c. Use commercially reasonable efforts to ensure that Online Services will not h�ansmit to Licensee any Malicious
Code, provided Esri is not responsible for Malicious Code that was introduced to Online Services through Licensee's
account or through third-party Content.
2.3 Licensee's Responsibilities. Licensee and Licensee's Named Users or Anonymous Users (if applicable) are the only
persons authorized to access Online Services through Licensee's accounts. Named Users' login credentials are for designated
Named Users only and may not be shared among multiple individuals. Named Users' login credentials may be reassigned to
new Named Users if the farmer users no longer require access to Online Services. Licensee and Licensee's Named Users are
responsible for maintaining the confidentiality of Authorization Codes, Access Codes, Named Users' login credentials, or any
other method that enables access to Online Services and for ensuring that unauthorized third parties do not access Licensee's
account. Licensee will immediately notify Esri if Licensee becomes aware of any unauthorized use of Licensee's account or
any other breach of security.
2.4 Prohibited Uses of the Online Services. In addition to the prohibited uses under the License Agreement, Licensee shall
not (i) attempt to gain unauthorized access to the Online Services or assist others to do so; (ii) use Online Services for
spamming, to transmit junk e-mail or offensive or defamatory material, or for stalking or making threats of physical harm;
(iii) use Online Services to store or transmit software viruses, worms, time bombs, Trojan horses, or any other computer
code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software, hardware, or
telecommunications equipment ("Malicious Code"); (iv) mirror, reformat, or display Online Services in an attempt to mirror
and/or make commercial use of Online SeT•vices except to the degree that Online Services directly enable such functionality;
(v) share the client-side data cache derived from Online Services with other licensed end users or third parties; (vi) distribute
the client-side data cache derived from Online Services to third parties; (vii) manually or systematically harvest information
and data contained within Online Services; (viii) use ArcGIS Online Map Services, Geocoding Services, or Routing Services
in connection with any products, systems, or applications installed or otherwise connected to or in communication with
vehicles capable of vehicle navigation, positioning, dispatch, real-time route guidance, fleet management, or similar
applications; or (ix) incorporate any portion of Online Services into a commercial product or service unless the commercial
product adds material functionality to Online Services.
2.5 Evaluations. Esri may provide licenses to use certain Services for Licensee's internal evaluation purposes. Such licenses
continue until the stated evaluation period expires or until Licensee purchases a subscription, whichever occurs first. IF
LICENSEE DOES NOT CONVERT LICENSEE'S EVALUATION LICENSE TO A SUBSCRIPTION PRIOR TO
EXPIRATION OF THE EVALUATION TERM, ANY CONTENT AND CUSTOMIZATIONS THAT LICENSEE
UPLOADED OR MADE DURiNG THE EVALUATION TERM WILL BE PERMANENTLY LOST. IF LICENSEE DOES
NOT WISH TO PURCHASE A SUBSCRIPTION, LICENSEE MUST EXPORT SUCH CONTENT BEFORE THE END
OF LICENSEE'S EVALUATION PERIOD.
2.6 Modifications of Online Services.
(a) Esri reserves the right to alter, modify, deprecate, or discontinue Online Services and related APIs at any time. Esri will
provide thirty (30) days' prior written notice of any material alterations, written notice of deprecation or discontinuation of
Online services and related APIs, unless there are exigent circumstances, in which event Esri will provide thirty (30) days'
prior written notice. Exigent circumstances comprise (i) discontinuation of Online Services by settlement agreement,
judgment, or injunction resulting from an infringement claim; (ii) inability to continue to provide Online Services due to
suspension of services or licenses by a supplier despite Esri's commercially reasonable efforts to renegotiate or cover; or (iii)
any other circumstance in which Esri's continued performance violates an applicable law. Esri will attempt to support any
deprecated APIs for up to six (6) months, unless there are legal, financial, or technological reasons not to support them.
(b) If any modification, discontinuation, or depreciation of Online Service(s) causes a material, adverse impact to Licensee's
operations such that Licensee is unable to use the Online Services , Esri may at is sole discretion attempt to repair, correct, or
provide a workaround for Online Services. If a viable solution is not commercially reasonable, Licensee may cancel its
subscription to Online Services, and Esri will issue a prorated refund and Online Services (AGOL) must be terminated in this
case.
E300 Page 1 I of 17 12/07/2012
2.8 Attributions. Licensee is not permitted to remove any Esri or its licensors' logos or other attribution associated with any
use of ArcGIS Online Services.
ARTICLE 3—TERM AND TERMINATtON
The following supplements Article 5—Term and Tennination of the License Agreement:
3.1 Term of Subscriptions. The term of any subscription will be provided in the Ordering Document under which it is
purchased or in the Online Services description referenced therein.
3.2 Subscription Rate Changes. Monthly subscription rates may be increased upon thirty (30) days' notice. Esri may
increase rates for subscriptions with a term greater thar� one (1) month by notifying Licensee at least sixty (60) days prior to
expiration of the then-cun�ent subscription term.
3.3 Service Interruption. Licensee's access (including access on behalf of Licensee's customers) to and use of Online
Seivices may be temporarily unavailable, without prior notice, for any unanticipated or unscheduled downtime or
unavailability of all or any portion of Online Services, including system failure or other events beyond the reasonable control
of Esri or its affiliates.
3.4 Service Suspension. Esri and its affliates shall be entitled, without any liability to Licensee, to suspend access to any
portion or all of Online Services at any time on a service-wide basis (a) if Licensee breaches the License Agreement, exceeds
Licensee's usage limits, and fails to purchase additional license capacity sufficient to suppoi�t Licensee's continued use of
Online Services as described in Article 5 of this Addendum; (b) if there is reason to believe that Licensee's use of Online
Services will adversely affect the integrity, functionality, or usability of the Online Services or that Esri and its licensors may
incur liability by not suspending Licensee's account; (c) for scheduled downtime to conduct maintenance or make
modifications to Online Services; (d) in the event of a threat or attack on Online Services (including a denial-of-service
attack) or other event that may create a risk to the applicable part of Online Services; or (e) in the event that Esri or its
affiliates determine that Online Services (or portions thereo fl are prohibited by law or otherwise that it is necessary or
prudent to do so far 1ega1 or regulatory reasons. If warranted under these circumstances, Licensee will be notified of any
Service Suspension beforehand and allowed reasonable opportunity to take remedial action.
3.5 Esri is not responsible far any damage, liabilities, losses (including any ]oss of data or profits), or any other consequences
that Licensee or any Licensee customer may incur as a result of any Service Inten•uption ar Service Suspension.
ARTICLE 4—LICENSEE'S CONTENT, FEEDBACK
4.1 Licensee's Content. Licensee is solely responsible for tl�e development, operation, and maintenance of Licensee's
Content and for all materials that appear on or in any of Licensee's Content. Licensee retains all right, title, and interest in
Licensee's Content. Licensee hereby grants Esri and its licensors a nonexclusive, nontransferable, worldwide right to host,
run, and reproduce Licensee's Content solely for the purpose of enabling Licensee's use of Online Services. Without
Licensee's permission, Esri will not access, use, ar disclose Licensee's Content except as reasonably necessary to support
Licensee's use of Online Services, respond to Licensee's requests for customer support, or troubleshoot Licensee's account or
for any other purpose authorized by Licensee in writing. If Licensee accesses Online Services with an application provided
by a third party, Esri may disclose Licensee's Content to such third party as necessary to enable interoperation between the
application, Online Services, and Licensee's Content. Esri may disclose Licensee's Content if required to do so by law or
pursuant to the order of a court or other government body, in which case Esri will reasonably attempt to limit the scope of
disclosure. It is Licensee's sole responsibility to ensure that Licensee's Content is suitable for use with Online Services and
for maintaining regular offline backups using the Online Services export and download capabilities.
4.2 Removai of Licensee's Conteut. Licensee will provide information and/or other materials related to Licensee's Content
as reasonably requested by Esri to verify Licensee's compliance with this License Agreement. Esri may remove or delete any
portions of Licensee's Content if there is reason to believe that uploading it to, or using it with, Online Services violates this
License Agreement. If reasonable under these circumstances, Esri will notify Licensee before Licensee's Content is removed.
Esri will respond to any Digital Millennium Copyright Act take-down notices in accordance with Esri's Copyright Policy,
available at htt�/hk���v�v,esri_coui�`leQal/dlrlca��oli�.
E300 Page 12 of 17 12/07/2012
4.3 Sharing Licensee's Content. Online Services and ArcGIS Website include publishing capabilities that allow Licensee to
make Licensee's Content available to third parties ("Sharing Tools"). Licensee hereby grants to any third parties with whom
Licensee elects to share Licensee's Content using such Sharing Tools the right and license to use, store, cache, copy,
reproduce, (re)distribute, and (re)transmit Licensee's Content through Online Services subject to any tenns of use and access
restrictions that Licensee provides with Licensee's Content. ESRI IS NOT RESPONSIBLE FOR ANY LOSS, DELETION,
MODIFICATION, OR DISCLOSURE OF LICENSEE'S CONTENT RESULTING FROM LICENSEE'S NAMED USERS'
MISUSE OF SUCH SHARING TOOLS OR ANY OTHER SERVICE COMPONENTS. LICENSEE'S USE OF SUCH
SHARINGTOOLS IS AT LICENSEE'S SOLE RISK.
4.4 Retrieving Licensee's Content upon Termination. Upon termination of the License Agreement or any trial, evaluation,
or subscription, Esri will make Licensee's Content available to Licensee for download for a period of thirty (30) days unless
Licensee requests a shorter window of availability or Esri is legally prohibited from doing so. Thereafter, Licensee's right to
access or use Licensee's Content with Online Services will end, and Esri will have no further obligations to store or return
Licensee's Content.
ARTICLE 5—LIMITS ON USE OF ONLIIYE SERVICES; SERVICE CREDITS
Esri may establish limits on the Online Services available to Licensee. These limits may be controlled through Service
Credits. Service Credits are used to measure the consumption of ArcGIS Online services made available through Licensee's
account. The maximum Service Credits provided with Licensee's ArcGIS Online account will be addressed in the applicable
Ordering Document. Esri will notify Licensee's account administrator when Licensee's Service consumption reaches
approximately seventy-five percent (75%) of the Service Credits allocated to Licensee through Licensee's subscription. Esri
reserves the right to suspend Licensee's account when consumption f•eaches one hundred percent (100%) of the Service
Credits allocated to Licensee's subscription. Licensee's access to the account will be restored immediately upon the
completion of Licensee's purchase transaction for additional Service Credits for the subscription account.
ARTICLE 6—ONLINE CONTENT; THIRD-PARTY CONTENT AND WEBSITES
6.1 Online Content. ArcGIS Online Data is included as a component of Online Services and is licensed under the terms of
the License Agreement.
6.2 Third-Party Content and Websites. Online Services and ArcGIS Website may reference ar link to third-party websites
or enable Licensee to access, view, use, and download third-party Content. This Agreement does not address Licensee's use
of third-party Content, and Licensee may be required to agree to different or additional terms in order to use third-party
Content. Esri does not control these websites and is not responsible for their operation, content, or availability; Licensee's use
of any third-party websites and third-party Content is as is, without warranty, and at Licensee's sole risk. The presence of any
links or references in Online Services to third-party websites and resources does not imply an endorsement, affiliation, ar
sponsorship of any kind.
ARTICLE 7—LICENSEE'S WARRANTIES
Licensee warrants that Licensee's Content or use of Online Services with a product, process, or system not supplied by Esri or
specified by Esri in its Documentation will not (i) infringe or misappropriate any third-party intellectual properiy rights or
proprietary rights, (ii) violate any third party's privacy rights or any applicable law, or (iii) contain or transmit to a third party
any Malicious Code.
E300 Page 13 of 17 12/07/2012
SECTION 2—TERMS OF USE FOR SPECIFIC ONLINE SERVICES
Specific Online Services are subject to the terms of use set foi�th in the notes referenced below:
• ArcGIS Online (1; 2; Addendum 2, Note 1;
Addendun� 2. Note 6)
• Business Analyst Online (3; Acide»di�m_?,_Note__ 1__;
Addendum 2, Note 4)
• Business Analyst Online Mobile (3; Addendum 2,
Note l; Addendtun 2, Note 4)
• Esri Business Analyst Online API for Adobe Flex,
Microsoft Silverlight, SOAP, and REST (5;
/�dci.eiltluni 2,.N�te.1;_Adde»clum.2, Note_�)
Notes
• Community Analyst (3; Addendum 2. Note 1;
Addendum 2, NoTe 4)
■ Esri Community Analyst API for Adobe Flex,
Microsoft Silverlight, SOAP, and REST (5;
Addendum 2, Note 1; Addendum 2, Note 4)
• Esri Location Analytics API far Adobe Flex,
Microsoft Silverlight, SOAP, and REST (5;
Addendum 2, Note l; Addendum 2, Note 4)
• Redistricting Online (2; Addendu�l�_2�Note__I_)
• MapStudio (2a; 4; Addendum 2, Note l; Addendum 2.
• If you do not license any of the Products in the table above, these Additional Terms of Use do not apply to you.
• Additional Terms of Use for Products ONLY APPLY to the Products that reference them by number in the table
above.
Additional Terms of Use for Products listed above.
1. In addition to the common terms of use of Online Services:
a.
b.
Licensee may use Licensee's ArcGIS Online account to build a Value-Added Application(s) using the ArcGIS
Online Development Tools and Services enabled through Licensee's ArcGIS Online Plan account for Licensee's
iuternai use.
Licensee may also provide access to Licensee's Value-Added Application(s) to third parties, subject to the following
terms:
i.
ii.
iii.
iv
v.
vi
Licensee may allow Anonymous Users to access Licensee's Value-Added Application(s).
Licensee shall not add third parties as Named Users to Licensee's ArcGIS Online account for the purpose of
allowing third parties to access Licensee's Value-Added Application(s). This restriction does not apply to
third parties included within the definition of Named Users.
Licensee shall not provide a third party with access to ArcGIS Online Services enabled through Licensee's
ArcGIS Online account other than through Licensee's Value-Added Application(s). This restriction does
not apply to third parties included within the defnition of Named Users.
Licensee is responsible for any fees accrued through the use of Licensee's ArcGIS Online account by third
parties accessing Licensee's Value-Added Application(s). This includes Service Credits required to support
third-party Online Services usage and any additional subscription fees for Online Services as required.
Licensee is solely responsible for providing technical support for Licensee's Value-Added Application(s).
Licensee will restrict third-party use of Online Services as i•equired by the terms of this Agreement.
c. For ArcGIS Online ELA and Organization Plan accounts:
(a) Licensee may charge third parties a fee for Licensee's Value-Added Application(s).
i. Licensee is also permitted to:
(1) Charge an additional fee to third parties to access Licensee's Value-Added Application(s), subject to the
terms of this License Agreement; or
(2) Transfer Licensee's Value-Added Application(s) to a third party's ArcGIS Online account, subject to the
following:
E300 Page 14 of 17 12/07/2012
(b) Licensee is not obligated to provide technical support for the third party's general use of its ArcGIS
Online account not related to Licensee's Value-Added Application(s).
(c) Licensee is not responsible for any fees accrued through the third party's use of Licensee's Value-
Added Application(s) that have been transferred to or implemented on the third party's ArcGIS Online
account.
(d) Licensee is not permitted to invite licensees of an ArcGIS Online Public Plan to participate in private
groups. This resh•iction also applies to licensees of Education Plan accounts and NPO/NGO Plan
accounts.
d. For ArcGIS Online Public Plan accounts, Education Plan accounts, and NPOlNGO use of ArcGIS Online
Organization accounts: Licensee is not permitted to charge an additional fee to third parties to access Licensee's
Value-Added Application(s) or generate more than incidental advertising revenue as a consequence of the
deployment ar use of the Value-Added Application(s). Charging a fee to access Licensee's Value-Added
Application(s) or generating more than incidental advertising revenue requires an ArcG1S Online ELA or
Organization Plan account.
e. ArcGIS Online Public Plan accounts:
i. Public Plan accounts are licensed for the personal use of an individual. Any use of Public Plan accounts by an
individual for the benefit of a for-profit business or a government agency is prohibited.
� This restriction does not apply to educational institutions when used far teaching purposes only, qualified
NGOMPO organizations, and press or media organizations. Individuals affiliated with these specific types
of organization are permitted to use ArcGIS Online Public Plan accounts for the benefit of their affiliated
organization(s).
ii. Public Plan account licensees are not permitted to create private groups or participate in any private group
created by licensees of ArcGIS Online Organization, Education, NGO/NPO, or ELA Plans.
f. Licensee is not permitted to be the licensee of an ArcGIS Online account for or on behalf of a third party.
• This restriction does not apply to education institutions that are permitted to license ArcGIS Online Public
Plan accounts on behalf of registered students of the education institution for teaching purposes only.
Education institutions are also pennitted to provide access to a single ArcGIS Online Public Plan account
to more than one (1) registered student when used for teaching purposes only.
g. The terms "Online ELA account," "Organization Plan account," "Public Plan account," and "Education Plan"
account refer to different types of ArcGIS Online accounts.
2. Tenns of Use for ArcGIS Online Content and Task Services:
a. The following ArcGIS Online Content and Task Services are not subject to ArcGIS Online Organization Plan fee-
based Service Credit consumption usage. There is no fee (unless otherwise noted) to use these services up to the
predefined maximum usage limits shown below. Use of these services beyond the predefined usage limits requires
an additiona] fee. These services may be used only in conjunction with ArcGIS Software or an ArcGIS Online
account.
i. Map Se�vices, Imagery Services, m�d Geometry Sefvices: Licensee may put these services to any use consistent
with these terms of use, subject to an aggregate limit of fifty million (50,000,000) transactions during any
twelve (12)-month period. "Transaction" is defined in the Documentation at the ArcGIS Online Content
resource center at http://links,esri.com; a�oVtransactiondef. �
ii. Standar•d Task Services (available at htt�:/i'tasks.crrc�Tison/ir�e.co�a�): Licensee may put these services to any use
consistent with these terms of use, subject to the following:
• Standard Geocoding Seivices: Licensee may use these services for search capabilities only, and results
may not be stored for later use. Whenever results are stored for later use, a subscription is required.
E300 Page 15 of 17 12/07/2012
• Standa�•d Routing Se��vices: Licensee is subject to a limit of five thousand (5,000) routing requests (as
defned in the Documentation) during any twelve (12)-month period.
iii. Subscf�iption Task Services (available at ht1p:;'/pr�r�rizrr»tasks. arcgisonlirre. con�): Upon Licensee's payment to
Esri of the applicable fee(s), Licensee may put these services to any use consistent with these terms of use.
Licensee may store results for (ater use.
iv. Srnnple Services: Licensee may use these services for internal evaluation and development purposes only. All
licenses for ArcG1S Online Services are subject to these terms of use and any additional restrictions or
requirements identi�ied in the Documentation.
The following ArcGIS Online Service is subject to ArcGIS Online Organization Plan fee-based Service Credit
consumption usage:
Af�cGIS Online Wo�•Id Geocoding Se�vice (available at http://geococle.crrc�is.corn): Licensee may use this service for
search capabilities at no cost, but results may not be stored for later use. Upon Licensee's payment for an ArcGIS
Online subscription or Service Credits, Licensee may batch geocode and store results for later use.
3. Licensee may not display ot• post any combination of more than one hundred (l00) Esri Business Analyst Online or
Community Analyst Reports and maps on Licensee's external websites.
4. Licensee may create, publicly display, and distribute maps in hard copy and static electronic format for news-reporting
purposes, subject to any restrictions for ArcGIS Online Data set forth in Addenduin 2, Note 1.
5. Licensee may develop software or web applications that use Business Analyst Online API, Community Analyst API, or
Location Analytics API to access, query, create, display, and redistribute Reports and resultant static, electronic maps to
end user(s) of Licensee's software or web applications. If Licensee has an anonymous user subscription, Licensee may
provide access to Licensee's Value-Added Application(s) to anonymous end users, limited to the number of Reports
Licensee has paid for. End user(s) of Licensee's software or web applications may use Reports and maps for internal
purposes only and not for further redistribution. "Report(s)° means any formatted output created by the Business Analyst
Online API, Community Analyst API, or Location Analytics API Products, which includes PDF, CSV, Excel, HTML,
and XML formats. Licensee shall not redistribute any Data in vector foi�rnats. Licensee and Licensee's end users are
prohibited fi•om using Reports or other output generated by Business Analyst Online API, Community Analyst API, or
Location Analytics API as a substitute for Business Analyst Online API, Community Analyst API, or Location Analytics
API, including, but not limited to, (i) combining and including such output in one or more fles or databases and
(ii) making such output available through a multiuser computer application. For clarity, end users may save Reports
locally for their own internal use. For publicly facing applications developed with Business Analyst Online API
(Canadian Edition), Reports and Data may be produced or exported in static formats only (e.g., JPEG, PDF); Licensee
must ensure that Licensee's application does not allow Canadian Edition Reports to be exported as CSV, XML, HTML,
or XLS files or in any other format that readily enables extraction or manipulation of the file's contents. Licensee is
solely responsible for providing technical support for Licensee's Value-Added Application(s).
E300 Page 16 of 17 12/07/2012
ADDENDUM 4
LtMITED USE PROGRAMS
(E300-4)
This Limited Use Programs Addendum ("Addendum 4") applies to any Licensee that has been qualified by Esri or its
authorized distributor to participate in any of the programs described herein. This Addendum 4 includes the Licensee's
existing master license agreement, if any, or the License Agreement found at http://����vw.esri.com/le�al/software-license (as
applicable, the "License Agreement"), which is incorporated by reference. This Addendum 4 takes precedence over
conflicting terms of the License Agreement. Esri reseives the right to update the terms from time to time.
• Educational Programs (1) � Home Use Program (3)
• Grant Programs (2) • Other Esri Limited Use Programs (4)
Notes
1. Educatronal Programs: Licensee agrees to use Products solely far educational purposes during the educational use Term.
Licensee shall not use Products for any administrative use unless Licensee has acquired an administrative use Term
License. Licensee shall not use Products for revenue-generating or for-profit purposes.
2. Gf�ant Prog�•ams: Licensee may use Products only for Noncommei•cial purposes as specified in the Esri grant document.
Licensee shall not use Products for revenue-generating or for-profit purposes.
3. ArcGIS for Horne Ilse P��ogram:
a. All ArcGIS for Home Use Program Products are provided as Term Licenses and are identifed on Esri's Horne Use
Program website found at http:!/w�-vw.esri.com/software/arc��islarcgis-foc-home or Licensee's authorized distributor's
website.
b. Esri grants to Licensee a personal, nonexclusive, nontransferable, Single Use License solely to use the Products
provided under the ArcGIS for Home Use Program as set forth in the applicable Ordering Documents (i) for which
the applicable license fees have been paid, (ii) for Licensee's own Noncommercial internal use, (iii) in accordance
with this License Agreement and the configuration ordered by Licensee or as authorized by Esri or its authorized
distributor, and (iv) for a period of twelve (12) months unless terminated earlier in accordance with the License
Agreetnent. "Noncommercial" means use in a personal or individual capacity that (i) is not compensated in any
fashion; (ii) is not intended to produce any works for commercial use or compensation; (iii) is not intended to
provide a commercial service; and (iv) is neither conducted nor funded by any person ar entity engaged in the
commercial use, application, or exploitation of works similar to the licensed Products.
c. Installation Support. Installation Support for a period of ninety (90) days is included with ArcGIS for Home Use.
As discussed further on the Esri or authorized distributor's website, Esri provides technical support in response to
specific inyuiries. Installation Support will apply only to unmodified Software. Soflware is provided only for
standard hardware platforms and operating systems supported by Esri as described in the Software Documentation.
Esri is not responsible for making or arranging for updates to interfaces far nonstandard devices or custom
applications.
Esri Installation Support will be provided in compliance with the Esri ArcGIS for Home Use Installation Support
document on the Esri website at http:,l����vw.esri.com/�/medialFiles/Pdfslle.gallpdfslho�lie-use-installation-
sup�oi�.pd_f. Esri supports users solely with the installation of Esri Software. Esri's Support website is at
l�://suuvortesri.co�n.�en/sup�. Support provided by an authorized distributor will be in accordance with the
distributor's technical support program terms and conditions.
4. Other Es�•i Limited Use Progf•ams: If Licensee acquires Products under any limited use program not listed above,
Licensee's use of the Products may be subject to the terms set forth in the applicable launching page or enrollment form
or as described on Esri's website in addition to the nonconflicting terms of this Addendum 4. All such program terms are
incorporated herein by reference.
E300 Page 17 of 17 12/07/2012