2. 09/17/2013 AgreementAMY REAVILIN, CPA
CLERK Of CIRCUIT COURT &COMPTROLLER
MONROE COIINiY, FLORIDA
DATE: October 8, 2013
TO: Bob Ward, Director
Information Technology
ATTN: Maria Guerra
Sr. Administrative Assistant
FROM: Vitia Fernandez, D. C.
At the September 17tt', 2013, Board of County Commissioner's meeting the Board granted
approval and authorized execution of Item C7 Three (3) year Agreement for the ESRI Small Municipal
and County Government Enterprise License Agreement with Environmental Systems Research Institute,
Inc. for access to geographic information system (GIS) software on an unlimited basis and including
software maintenance as provided in quotation #20426842. Total cost for 36 month term is
$159,555.00.
Enclosed is an electronic copy of the above mentioned for your handling. Should you have any
questions, please feel free to contact our office.
cc: County Attorney (electronic copy)
Finance (electronic copy)
File
500 Whitehead Street Suite 101, PO Box 1980, Key West FL 33040 Phone: 305-295-3130 Fax: 305-295-3663
3117 Overseas Highway, Marathon, FL 33050 Phone: 305-289-6027 Fax: 305-289-6025
88820 Overseas Highway, Plantation Key, FL 33070 Phone: 852-7145 Fax: 305-852-7146
(PesH11111
ENVIRONMENTAL SYSTEMS RESEARCH INSTITUTE, INC.
3325 Springbank Ln, Ste 200
Charlotte, NC 28226-3343
Phone: (704) 541-9810 Fax: (704) 541-7620
DUNS Number: 06-313-4175 CAGE Code: OAMS3
To expedite your order, please attach a copy of
this quotation to your purchase order.
Quote is valid from: 0512112013 To: 0811912013
Quotation # 20426842
Date: May 21, 2013
Customer # 15220 Contract #
COUNTY OF MONROE
INFORMATION SYSTEMS
1200 TRUMAN AVE STE 211
KEY WEST, FL 33040
ATTENTION: Bob Ward
PHONE: (305) 295-5110
FAX: (305) 295-5105
Material Oty Description Unit Price Total
110037 1 Populations of 50,001 to 100,000 Small Government Term Enterprise 50,000.00 50,000.00
License Agreement
-First year payment
116997 1 Small Enterprise License Agreement Training Package at ESRI Site 21 3,185.00 3,185.00
Days Prepaid ILT / ILV, Over 3 Year Term, Per Student Seat, 7 Days per
Annum Instructor Led Training
-First year payment
110037 1 Populations of 50,001 to 100,000 Small Government Term Enterprise
50,000.00
50,000.00
License Agreement
-Second year payment
116997 1 Small Enterprise License Agreement Training Package at ESRI Site 21
3,185.00
3,185.00
Days Prepaid ILT / ILV, Over 3 Year Term, Per Student Seat, 7 Days per
Annum Instructor Led Training
-Second year payment
110037 1 Populations of 50,001 to 100,000 Small Government Term Enterprise
50,000.00
50,000.00
License Agreement
-Third year payment
116997 1 Small Enterprise License Agreement Training Package at ESRI Site 21
3,185.00
3,185.00
Days Prepaid ILT / ILV, Over 3 Year Term, Per Student Seat, 7 Days per
Annum Instructor Led Training
-Third year payment
Item Total:
159,555.00
Subtotal:
159,555.00
Sales Tax:
9,941.64
Estimated Shipping 8 Handling(2
Day Delivery) :
0.00
Contract Pricing Adjust:
0.00
Total: $169,496.64
'Please provide us your current tax exempt certificate in order to remove the
sales tax.
' Please indicate on your purchase order if this purchase is funded through the American Recovery and Reinvestment Act, and whether Esri is a Prime Recipient. Sub4ecipient, or Vendor for reporting purposes. Esri
may charge a fee to cover expenses related to any customer requirement to use a third party vendor management, procurement, or invoice program.
For questions contact: Robyn Garrett Email: raarrett@esri.com Phone: (704) 541-9810 x8640
Acceptance of this quotation is limited to the Esri License Agreement and the Quotation Terms and Conditions
This Quotation is made in confidence for your review. It may not be disclosed to third parties, except as required by law.
If sending remittance, please address to: Esri, File No. 54630, Los Angeles, Ca 90074-4630
GARRETTR This offer Is limited to the terms and conditions Incorporated and attached herein.
*esr'r
Quotation # 20426842
Date: May 21, 2013
ENVIRONMENTAL SYSTEMS RESEARCH INSTITUTE, INC.
Customer # 15220 Contract #
3325 Springbank Ln, Ste 200
COUNTY OF MONROE
Charlotte, NC 28226-3343
INFORMATION SYSTEMS
Phone: (704) 541-9810 Fax: (704) 541-7620
1200 TRUMAN AVE STE 211
DUNS Number: 06-313-4175 CAGE Code: OAMS3
KEY WEST, FL 33040
To expedite your order, please attach a copy of
ATTENTION: Bob Ward
this quotation to your purchase order.
PHONE: (305) 295-51 10
Quote is valid from: 0512112013 To: 0811912013
FAX: (305) 295-510505
The following items are optional items listed for your convenience.
These items are not included in the totals of this quotation.
Material Oty Description Unit Price Total
130592 1 ArcGIS Online Additional User 5 Pack for Level 4 Plan 750.00 750.00
130595 1 ArcGIS Online Service Credits; Block of 1,000
100.00 100.00
Please indicate on your purchase order it this purchase is funded through the American Recovery and Reinvestment Act, and whether Esn is a Prime Recipient, Sub -recipient, or Vendor for reporting purposes. Esn
may charge a fee to cover expenses related to any customer requirement to use a third party vendor management, procurement, or invoice program.
For questions contact: Robyn Garrett Email: rgarreff(Pesri.com Phone: (704) 541-9810 x8640
Acceptance of this quotation is limited to the Esd License Agreement and the Quotation Terms and Conditions
This Quotation is made in confidence for your review. It may not be disclosed to third parties, except as required by law.
If sending remittance, please address to: Esri, File No. 54630, Los Angeles, Ca 90074-4630
GARRETTR This offer Is limited to the terms and conditions Incorporated and attached herein.
SMALL MUNICIPAL AND COUNTY
0
esn" ENTERPRISE LICENSE AGREEMENT
•
Esri, 380 New York St., Redlands, CA 92373-8100 USA • TEL 909-793-2853 • FAX 909-793-5953
This Small Municipal and County Enterprise License Agreement ("ELK) is by and between the organization identified in the ELA Quotation
("Licensee") and Environmental Systems Research Institute, Inc. ("Earl"), with offices at 380 New York Street, Redlands, California
92373-8100. Unless otherwise agreed to by the parties, the Effective Date of this ELA is the date of the signature below or, if no date is
provided with the signature, the date of Esri's receipt of Licensee's Order citing this ELA. This ELA grants Licensee certain rights to use
specific Esri Products for a limited, fixed period beginning from the Effective Date and provides tailored maintenance subject to payment of
fees and the terms of this ELA.
This ELA incorporates the ELA Quotation by reference and comprises (i) this signature page, (ii) the ELA Terms and Conditions,
(iii) Exhibit 1—Scope of Use (E300), (iv) Exhibit 2—Training Addendum (E207SET), and (v) the ELA Quotation, which together constitute the
sole and entire agreement of the parties as to the subject matter set forth herein. Should there be any conflict between the terms and
conditions of the documents that comprise this ELA, the order of precedence for the documents shall be as follows: (i) this signature page,
(ii) the ELA Terms and Conditions, (iii) Exhibit 1--Scope of Use (E300), (iv) Exhibit 2—Training Addendum (E207SET), and (v) the ELA
Quotation. In the event Licensee orders training courses, the terms and conditions of the Training Addendum will take precedence over the
provision of this ELA with respect to the training courses. Licensee agrees that additional terms and conditions in any Licensee Order or
addendum will not apply, and the terms of this ELA will govern.
ENTERPRISE PRODUCTS SCHEDULE
Unlimited Ouantities
Desktop Software and Extensions
ArcGIS for Desktop Advanced
ArcGIS for Desktop Standard
ArcGIS for Desktop Basic
ArcGIS for Desktop Extensions: ArcGIS 3D Analyst, ArcGIS Spatial
Analyst, ArcGIS Geostatistical Analyst, ArcGIS Publisher, ArcGIS
Network Analyst, ArcGIS Schematics, ArcGIS Workflow Manager,
ArcGIS Data Reviewer
Server Software and Extensions
ArcGIS for Server Workgroup and Enterprise (Advanced, Standard, and
Basic)
ArcGIS for Server Extensions: ArcGIS 3D Analyst, ArcGIS Spatial
Analyst, ArcGIS Geostatistical Analyst, ArcGIS Network Analyst, ArcGIS
Schematics, ArcGIS Workflow Manager, ArcGIS Image
Developer Tools
ArcGIS Engine
ArcGIS Engine Extensions: ArcGIS 3D Analyst, ArcGIS Spatial
Analyst, ArcGIS Geodatabase Update, ArcGIS Network
Analyst, ArcGIS Schematics
ArcGIS Runtime Standard
ArcGIS Runtime Standard Extensions: ArcGIS 3D Analyst,
ArcGIS Spatial Analyst, ArcGIS Network Analyst
Limited Quantities
One (1) Annual Subscription to Esri Developer Network (EDN)
Standard`
One (1) Esri CityEngine Advanced Single Use License
One (1) Esri CityEngine Advanced Concurrent Use License
One (1) ArcGIS Online Subscription' as provided in Other
Benefits section
OTHER BENEFITS
One 1 ArcGIS Online Subscription with specified named users and credits as determined in the program description
Level 4
Number of Esri International User Conference Registrations provided annually
4
Number of Tier 1 Help Desk Individuals authorized to call Esri
4
Maximum number of sets of backup media, ifrequested—
2
Virtual Campus Annual User License allowance
10,000
Five percent (5%) discount on all individual commercially available instructor -led training classes at Esri facilities purchased outside of this
Agreement Discount does not apply to Small Enterprise Training Package.)
'ELA Maintenance is not provided for these items.
"Additional sets of backup media may be purchased for a fee.
This ELA supersedes any previous agreements, proposals, presentations, understandings, and arrangements between the parties relating to
such subject matter, which is the licensing of the Enterprise Products listed on the schedule above. Except as provided in Section 9.1 Future
Updates, any modifications or amendments to this ELA must be in writing and signed by an authorized representative of each party.
Licensee may accept this ELA by signing and returning it to Attn.: Esri Customer Service, 380 New York Street, Redlands, CA 92373-8100;
e-mailing it to service0esh.com or faxing it to 909-307-3083. ADDITIONAL OR CONFLICTING TERMS IN LICENSEE'S ORDER WILL NOT
APPLY, AND THE TERMS OF THIS ELA WILL GOVERN.
E214-3 Page I of 8 08/27/2012
ACCEPTED AND AGREED
(Licensee)
By:
Signature
Printed Name:
Title:
Date:
Esri EIN Number: 95-2775732
Monroe County Board of
Commissioner
Signed b :/�
g Y
Name: George R. Neugent
Title: Mayor
E214-3
Licensee Contact Information
Contact Name:
Address:
City, State, ZIP:
Telephone:
Fax
E-mail:
ELA Quotation Number:
Esd Contract Number
Page 2 of 8
MONROE COUNTY ATTORNEY
QQ.APPROVED AS TO FORM:
S�AWev'tn-(,AIJt-hr;rtnke �
CHRISTINE M, LIMBERT•BARROWS
ASSIS7UNTY ATTORNEY
Date 13
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08/27/2012
ELA TERMS AND CONDITIONS
ARTICLE 1—DEFINITIONS
Definitions. The terms used are defined as follows:
• "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.
• "Commercial Application Service Provider Use" or
"Commercial ASP Use" means generating revenue by
providing access to Software through a website or Internet
web application that enables third parties to access and
use a Licensee -developed application that uses Software,
for example, by charging a subscription, service, or any
other forth of transaction fee or by generating more than
incidental advertising revenue.
• "Content" has the meaning provided in Addendum 3.
• "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 licensed
under this ELA, whether bundled with Software and
Online Services or delivered independently.
• "Deploy," "Deployed," or "Deployment" means to
redistribute and install or the redistribution and installation
of the Enterprise Products (and related Authorization
Codes) or its having been redistributed and installed by
Licensee on Licensee's hardware.
• "Deployment License" means a license that allows
Licensee to sublicense select Software and associated
Authorization Codes to third parties.
• "Documentation" means all user reference documentation
that is delivered with the Software or, if delivered via
download, that is delivered from the Software setup or
installation program.
• "ELA Fee" means the fee set forth in the ELA Quotation.
• "ELA Maintenance" means Tier 2 Support, updates, and
patches provided by Esri to Licensee for the Enterprise
Products.
• "ELA Quotation" means the Esri quote form provided to
Licensee for the Small Municipal and County ELA
containing the ELA Fee and annual payment schedule.
• "Enterprise Products" means the Products identified in the
Enterprise Products Schedule on page 1 of this ELA.
• "Incident" means a communication via telephone, web
form, or chat by Licensee regarding technical problems
with Software, Data, or Documentation.
• "License Agreement" and "ELA" are used interchangeably
and mean the ELA Terms and Conditions, including
Exhibit 1--Scope of Use (E300), that apply to Enterprise
Products provided to Licensee by Esri under this ELA.
• "Online Services" means any Intemet-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.
• "Ordering Document(s)" means a sales quotation,
purchase order, or other document identifying the
Products that Licensee orders.
• "Product(s)" means Software, Data, Online Services, and
Documentation licensed under the terms of this
Agreement.
• "Samples" means sample code, sample applications, add-
ons, or sample extensions of Products.
• "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 Exhibit 1 (also available at
htto:/twww.esd.com/legal .
• "Software" means the actual copy of all or any portion of
Esri's proprietary software technology excluding Data
accessed or downloaded from an authorized Esri website
or delivered on any media, in any format, including
backups, updates, service packs, patches, hot fixes, or
permitted merged copies as identified in Exhibit 1.
• "Technical Support" means a process to attempt to
resolve reported Incidents through error correction;
patches; hot fixes; workarounds; replacement deliveries;
or any other type of Software, Data, or Documentation
corrections or modifications.
• "Term License(s)" means license(s) or access provided
for use of a Product during a fixed or limited time period
("Term") or on a subscription or transaction basis
concurrent with the term of this ELA.
• 'Tier 1 Help Desk" means Licensee point of contact from
which all Tier 1 Support will be given to Licensee.
• 'Tier 1 Support" means the Technical Support provided by
the Tier 1 Help Desk as the primary contact to Licensee in
attempted resolution of reported Incidents.
• "Tier 2 Support" means the Technical Support provided by
Esri to the Tier 1 Help Desk when the Incident cannot be
resolved through Tier 1 Support.
ARTICLE 2-414TELLECTUAL PROPERTY RIGHTS AND
RESERVATION OF OWNERSHIP
The Enterprise Products are licensed and not sold. Esri and its
licensors awn the Enterprise 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 the Enterprise Products from
unauthorized use, reproduction, distribution, or publication. Esri
and its third -party licensors reserve all rights not specifically
granted in this ELA including the right to change and improve
Online Services.
ARTICLE 3—GRANT OF LICENSE
Subject to the terms and conditions of this ELA, Esri grants to
Licensee a personal, nonexclusive, nontransferable Term License
solely to use, copy, and Deploy quantities of Enterprise Products
as defined in the Enterprise Products Schedule for a term
concurrent with this ELA (i) for which the applicable license fees
have been paid; (ii) for Licensee's own internal use; (iii) in
accordance with this ELA and the ELA configuration ordered; and
(iv) for the applicable Term until terminated in accordance with
Article 5. In addition to the Scope of Use in Article 4, Exhibit 1
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
hfp://www.esd.com/legal/.
a. Software. Terms of use for specific Software products are
set forth in Addendum 1.
b. Data. Data terms of use are set forth in Addendum 2.
c. Online Services. Terms of use for Online Services are set
forth in Addendum 3.
d. Limited Use Programs. Terms of use for noncommercial,
nonprofit, educational, or other limited -use programs are
set forth in Addendum 4. Note: Addendum 4 does not
apply to this ELA.
E214-3 Page 3 of 8 08/27/2012
ARTICLE 4—SCOPE OF USE
4.1 Permitted Uses
a. For Enterprise Products delivered, Licensee may
(1) Install and store selected Enterprise 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 Enterprise
Products 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.
Commercial Application Service Provider Use. Provided
that Licensee (i) is a governmental or not -for -profit
organization that operates a webslte or offers an Internet
service on a cost recovery basis and not for profit or
(ii) acquires a Commercial ASP Use subscription license,
Licensee may use the Software for Commercial ASP Use.
However, Licensee may not provide third parties with
direct access to Esri Software so that the third parties may
use the Software directly, develop their own GIS
applications, or create their own solutions in conjunction
with the Software.
Licensee may customize the 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 the Documentation.
Licensee may use, copy, or prepare derivative works of
the Documentation supplied in digital format and
thereafter reproduce, display, and redistribute 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 ELA. Licensee shall
include the following copyright attribution notice
acknowledging the proprietary rights of Esri and its
licensor(s): "Portions of this document include intellectual
property of Esri and its licensors) and are used herein
under license. Copyright ® [Licensee will insert the actual
copyright date(s) from the source materials] Esri and its
licensors). All rights reserved."
Font Components. While the Software is running,
Licensee may use its fonts to display and print content.
Licensee may only (i) embed fonts in content as permitted
by the embedding restrictions in the fonts and
(ii) temporarily download them to a printer or other output
device to print content.
Consultant or Contractor Access. Licensee may provide
access to and use of Enterprise Products to any
consultant or contractor of Licensee, provided consultants'
and contractors' access to and use of Enterprise Products
is for the sole benefit of Licensee while (i) working on -site
at Licensee's facilities, (ii) remotely accessing or using
Enterprise Products from Licensee's on -site computers or
machines, or (iii) remotely accessing or using Enterprise
Products from a third party's computers or machines
under contract to Licensee. Licensee shall be responsible
for compliance by consultants or contractors with the
terms and conditions of this ELA. Licensee shall require
consultants and contractors to discontinue access to and
use of Enterprise Products upon completion of work for
Licensee. Access to or use of Enterprise Products by
consultants or contractors not exclusively for Licensee's
benefit is prohibited.
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, assign, or time-share
Enterprise Products;
b. Use for Commercial ASP Use or service bureau purposes;
c. Use Enterprise Products for a site or service and operate
the site or service for profit or generate revenue through
direct or indirect methods (e.g., advertising or charging for
access to the site or service);
d. Redistribute the Enterprise Products to third parties, in
whole or in part, including, but not limited to, extensions,
components, or DLLs;
e. Redistribute Authorization Codes;
f. Reverse engineer, decompile, or disassemble Enterprise
Products;
g. Make any attempt to circumvent the technological
measure(s) that controls access to or use of Enterprise
Products;
h. Store, cache, use, upload, redistribute, or sublicense
Content or otherwise use Enterprise 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;
i. Remove or obscure any Esri or its licensors' patent,
copyright, trademark, or proprietary rights notices and/or
legends contained in or affixed to any Enterprise Product,
Product output, metadata file, or online and/or hard -copy
attribution page of any Data or Documentation delivered
hereunder,
j. Unbundle or independently use individual or component
parts of the Enterprise Products;
k. Incorporate any portion of the Enterprise Products into a
product or service that competes with the Enterprise
Products; or
I. Use, incorporate, modify, distribute, provide access to, or
combine any computer code provided with the Enterprise
Products in a manner that would subject such code or any
part of the Enterprise Products to open source license
terms, which includes any license terms that require
computer code to be (i) disclosed in source code form to
third parties, (ii) licensed to third parties for the purpose of
making derivative works, or (iii) redistributable to third
parties at no charge.
ARTICLE 5—TERM AND TERMINATION AND EXPIRATION
5.1 Term. The Tenn of this ELA shall be three (3) years from the
Effective Date, unless this ELA is terminated earlier as provided
herein. The term of all licenses and the authorized period of use
for all Enterprise Products Deployed shall be concurrent with the
term of this ELA. No indefinite term or perpetual license grants
are provided with this ELA.
5.2 Termination for Lack of Funds. Either party may terminate
this ELA for Lack of Funds. Lack of Funds is the inability of
Licensee to secure appropriation of funds through the legislative
or governing body's approval process for annual payments due.
5.3 Termination for a Material Breach. Either party may
terminate this ELA for a material breach by the other party. The
E214-3 Page 4 of 8 08/27/2012
breaching party shall be given a period of ten (10) days from date
of written notice to cure any material breach.
5.4 No Use upon Expiration or Termination. Upon expiration or
termination of this ELA, the right to use all Enterprise Products
Deployed shall terminate. Licensee shall (i) cease access and use
of 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 modifications or merged portions thereof, in any
form, and execute and deliver evidence of such actions to Esri.
ELA Maintenance, Virtual Campus access, and User Conference
Registrations shall also terminate.
ARTICLE 6—LIMITED WARRANTIES AND DISCLAIMERS
6.1 Limited Warranties. Except as otherwise provided in this
Article 6, Esri warrants, for a period of ninety (90) days from the
date Esri issues the Authorization Code enabling use of Software
and Online Services, that (i) the unmodified Software and Online
Services will substantially conform to the published
Documentation under normal use and service and (ii) the media
upon which the Software is provided will be free from defects in
materials and workmanship.
6.2 Special Disclaimer. CONTENT, DATA, SAMPLES,
PATCHES, UPDATES, ONLINE SERVICES PROVIDED ON A
NO -FEE BASIS, AND HOT FIXES ARE PROVIDED "AS IS"
WITHOUT WARRANTY OF ANY KIND.
6.3 Internet Disclaimer. THE PARTIES EXPRESSLY
ACKNOWLEDGE AND AGREE THAT THE INTERNET IS A
NETWORK OF PRIVATE AND PUBLIC NETWORKS, AND THAT
(i) THE INTERNET IS NOT A SECURE INFRASTRUCTURE,
(ii) THE PARTIES HAVE NO CONTROL OVER THE INTERNET,
AND (iii) NONE OF THE PARTIES SHALL BE LIABLE FOR
DAMAGES UNDER ANY THEORY OF LAW RELATED TO THE
PERFORMANCE OR DISCONTINUANCE OF OPERATION OF
ANY PORTION OF THE INTERNET OR POSSIBLE
REGULATION OF THE INTERNET THAT MIGHT RESTRICT OR
PROHIBIT THE OPERATION OF ONLINE SERVICES.
6.4 General Disclaimer. EXCEPT FOR THE ABOVE EXPRESS
LIMITED WARRANTIES, ESRI DISCLAIMS ALL OTHER
WARRANTIES OR CONDITIONS OF ANY KIND, WHETHER
EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO,
WARRANTIES OR CONDITIONS OF MERCHANTABILITY AND
FITNESS FOR A PARTICULAR PURPOSE,
NONINTERFERENCE, SYSTEM INTEGRATION, AND
NONINFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS.
ESRI DOES NOT WARRANT THAT ENTERPRISE PRODUCTS
WILL MEET LICENSEE'S NEEDS; THAT LICENSEE'S
OPERATION OF THE SAME WILL BE UNINTERRUPTED,
ERROR FREE, FAULT -TOLERANT, OR FAIL-SAFE; OR THAT
ALL NONCONFORMITIES CAN OR WILL BE CORRECTED.
ENTERPRISE 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. ANY SUCH USE
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 the Software or Online Services subject to the Esri
Maintenance Program as applicable; or (iii) return of the license
fees paid by Licensee for the Software or Online Services that do
not meet Esri's limited warranty, provided that Licensee uninstalls,
removes, and destroys all copies of the Software or
Documentation, ceases using Online Services, and executes and
delivers evidence of such actions to Esri.
ARTICLE 7—LIMITATION OF LIABILITY
7.1 Disclaimer of Certain Types of Liability. ESRI AND ITS
LICENSORS SHALL NOT BE LIABLE TO LICENSEE FOR
COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR
SERVICES; LOST PROFITS, LOST SALES, OR BUSINESS
EXPENDITURES; INVESTMENTS; BUSINESS COMMITMENTS;
LOSS OF ANY GOODWILL; OR ANY INDIRECT, SPECIAL,
INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT
OF OR RELATED TO THIS ELA OR USE OF ENTERPRISE
PRODUCTS, HOWEVER CAUSED ON ANY THEORY OF
LIABILITY, WHETHER OR NOT ESRI 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 IN
ARTICLE 8—INFRINGEMENT INDEMNITY, THE TOTAL
CUMULATIVE LIABILITY OF ESRI 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
ENTERPRISE PRODUCTS THAT GIVE RISE TO THE CAUSE
OF ACTION.
7.3 Applicability of Disclaimers and Limitations. The parties
agree that Esri has set its fees and entered into this ELA in
reliance upon the disclaimers and limitations set forth herein, that
the same reflect an allocation of risk between the parties, and that
the same forth 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 party alleging that
Licensee's licensed use of the Software or Online Services
infringes 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 the Software or Online Services are found to infringe a US
patent, copyright, or trademark, Esri, at its own expense, may
E214-3 Page 5 of 8 08/27/2012
either (i) obtain rights for Licensee to continue using the Software
or Online Services or (ii) modify the allegedly infringing elements
of the Software or Online Services while maintaining substantially
similar functionality. If neither alternative is commercially
reasonable, the license shall terminate, and Licensee shall cease
accessing infringing Online Services and shall uninstall and return
to Esri any infringing item(s). Esri's entire liability shall then be to
indemnify Licensee pursuant to Section 8.1 and to refund a
portion of the ELA fees paid by Licensee in the current fee
payment period. The refund will be calculated for the time
remaining for the fee payment period, starting from the notice
date of infringement to the end of the fee payment period.
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 specified by Esri in its Documentation; (ii) material
alteration of Software or Online Services by anyone other than
Esri or its subcontractors; or (iii) use of Software or Online
Services after modifications are provided by Esri for avoiding
infringement or use after a return is ordered by Esri under
Section 8.2.
THE FOREGOING STATES THE ENTIRE OBLIGATION OF
ESRI WITH RESPECT TO INFRINGEMENT OR ALLEGATION
OF INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS
OF ANY THIRD PARTY.
ARTICLE 9—GENERAL PROVISIONS
9.1 Future Updates. Esri reserves the right to update the Small
Municipal and County Enterprise Products program suite.
Licensee may continue to use all Enterprise Products that have
been Deployed, but support and upgrades for deleted items may
not be available. As new Enterprise Products are incorporated
into the standard program, they will be offered to Licensee via
written notice for incorporation into the Enterprise Products
Schedule at no additional charge. New or updated Enterprise
Products may require additional or revised terms and conditions.
The terms and conditions subject to revision are limited to Article
1—Definitions, Article 4—Scope of Use, and Exhibit 1—Scope of
Use (E300) or any term as required by law. Esri may provide
notice of the additional terms or revisions to Licensee in writing or
by posting them on Esri's website at htto:/twww.esri.com/legal.
The additional terms or revisions shall be incorporated into this
ELA upon use of the updated or new Enterprise Products. Should
Licensee reject the additional terms or revisions, then Licensee
shall not install or use the revised, updated, or new Enterprise
Products.
9.2 Export Control Regulations. Licensee expressly
acknowledges and agrees that Licensee shall not export,
reexport, import, transfer, or release Enterprise Products, in whole
or in part, to (i) any US embargoed country; (ii) any person on the
US Treasury Department's list of Specially Designated Nationals;
(iii) any person or entity on the US Commerce Department's
Denied Persons List, Entity List, or Unverified List; or (iv) any
person or entity or into any country where such export, reexport,
or import violates any US, local, or other applicable import/export
control laws or regulations including, but not limited to, the terms
of any import/export license or license exemption and any
amendments and supplemental additions to those import/export
laws as they may occur from time to time.
9.3 Taxes and Fees. 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. Sales or use taxes for the fees quoted are as required by
law. The tax amount may change depending on the time elapsed
between this quote and date of the invoice. Esri will include
applicable sales or use taxes on Licensee's invoice unless
Licensee provides proof with its order that its organization or use
of the product is tax exempt.
9.4 No Implied Waivers. The failure of either party to enforce any
provision of this ELA 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
ELA is held to be unenforceable for any reason, such provision
shall be reformed only to the extent necessary to make the intent
of the language enforceable.
9.6 Successors and Assigns. Licensee shall not assign,
sublicense, or transfer Licensee's rights or delegate its obligations
under this ELA without Esri's prior written consent, and any
attempt to do so without consent shall be void. This ELA shall be
binding on the respective successors and assigns of the parties to
this ELA.
9.7 Survival of Terms. The provisions of Articles 2, 5, 6, 7, 8,
and 9 of this ELA shall survive the expiration or termination of this
ELA.
9.8 Equitable Relief. The parties agree that any breach of this
ELA may cause irreparable damage and that, in the event of such
breach, in addition to any and all remedies at law, Esri shall have
the right to seek an injunction, specific performance, or other
equitable relief in any court of competent jurisdiction.
9.9 Governing Law. This ELA shall be governed by and
construed in accordance with the laws of the state in which
Licensee is located without reference to conflict of laws principles,
except that US federal law shall govern in matters of intellectual
property.
9.10 Patents. Licensee may not seek, and may not permit any
other user to seek, a patent or similar right worldwide that is
based on or incorporates any Esri technology or services. This
express prohibition on patenting shall not apply to Licensee's
software and technology except to the extent that Esri technology
or services, or any portion thereof, are part of any claim or
preferred embodiment in a patent or similar application.
9.11 Entire Agreement. This ELA, 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 forth 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 ELA must be in writing
and signed by each party.
ARTICLE 10—ELA MAINTENANCE
ELA Maintenance for Enterprise Products provided under this
ELA is included with the ELA Fee. ELA Maintenance includes
standard maintenance benefits specified in the most current
applicable Esri US Software Maintenance Program document
(found at htto:/hvww.esri.com/legal) as modified by this
Article 10—ELA Maintenance. ELA Maintenance does not include
Technical Support for Online Services.
E214-3 Page 6 of 8 08/27/2012
a. Tier 1 Support Provided by Licensee
(1) Licensee shall provide Tier 1 Support through the
Tier 1 Help Desk to all Licensee's authorized users.
(2) The Tier 1 Help Desk will use analysts fully trained in
the Software they are supporting.
(3) At a minimum, Tier 1 Support will include those
activities that assist the user in resolving how-to and
operational questions as well as questions on
installation and troubleshooting procedures.
(4) Tier 1 Support analysts will be the initial points of
contact for all questions and Incidents. Tier 1 Support
analysts shall obtain a full description of each reported
Incident and the system configuration from the user.
This may include obtaining any customizations, code
samples, or data involved in the Incident. The analyst
may also use any other information and databases
that may be developed to satisfactorily resolve
Incidents.
(5) If the Tier 1 Help Desk cannot resolve the Incident, an
authorized Tier 1 Help Desk individual may contact
Esri Tier 2 Support. The Tier 1 Help Desk shall
provide support in such a way as to minimize repeat
calls and make solutions to problems available to
Licensee.
(6) Tier 1 Help Desk individuals identified by Licensee are
the only individuals (callers) authorized to contact Esri
directly for Tier 2 Support. Licensee may revise
named individuals by written notice.
b. Tier 2 Support Provided by Esri
(1) Esri shall log the calls received from Tier 1 Help Desk
individuals.
(2) Esri shall review all information collected by and
received from Tier 1 Help Desk individuals including
preliminary documented troubleshooting provided by
Tier 1 Help Desk when Tier 2 Support is required.
(3) Esri may request that Tier 1 Help Desk individuals
provide verification of information, additional
information, or answers to additional questions to
supplement any preliminary information gathering or
troubleshooting performed by Tier 1 Help Desk.
(4) Esri shall attempt to resolve the Incidents submitted by
Tier 1 Help Desk by assisting the Tier 1 Help Desk
individuals.
(5) When the Incident is resolved, Esri shall communicate
the information to the Tier 1 Help Desk individuals,
and the Tier 1 Help Desk shall disseminate the
resolution to the user.
Esri may, at Esri's sole discretion, make patches, hot
fixes, or updates available for downloading from Esri's
website.
No Software other than the defined Enterprise Products
will be provided maintenance under this ELA. Licensee
may acquire maintenance for other Software (non -
Enterprise Products) outside this ELA.
ARTICLE 11—ORDERING, ADMINISTRATIVE PROCEDURES,
DELIVERY, AND DEPLOYMENT
11.1 Orders, Delivery, and Deployment
a. Licensee shall issue an Order upon execution of this ELA and
annually thereafter in accordance with the ELA Quotation.
Payment shall be due and payable within thirty (30) days of
the anniversary date of the Effective Date, with the initial
payment due within thirty (30) days of execution of this ELA.
Esri's Federal ID Number is 95-2775-732.
Upon receipt of the initial Order from Licensee, Esri shall
authorize download of the Enterprise Products to Licensee for
its Deployment activities. If requested, Esri will ship backup
media to the ship -to address identified on the Order, FOB
Destination, with shipping charges prepaid. For those entities
that avoid sales tax by downloading deliverables, request for
delivery or receipt of tangible media may cause license fees
to be subject to taxes. Licensee acknowledges that should
such taxes become due, Esri has a right to invoice and
Licensee agrees to pay any such sales or use tax associated
with its receipt of tangible media.
Esri shall provide Authorization Codes to activate the
nondestructive copy protection program that enables the
Enterprise Products to operate.
Licensee shall Deploy, install, configure, and track the
Deployment status of the Enterprise Products.
11.2 Order Requirements
a. All orders pertaining to this ELA shall be processed through
Licensee's centralized point of contact.
b. The following information shall be included in each Order (or
Ordering Document):
(1) Licensee name; Esri customer number, if known; and bill -
to and ship -to addresses
(2) Order number
(3) Applicable annual payment due
(4) On the face page of Order (or Ordering Document), a
reference to this ELA and the following statement: 'THIS
ORDER IS GOVERNED BY THE TERMS AND
CONDITIONS OF THE ESRI SMALL MUNICIPAL AND
COUNTY ELA, AND ADDITIONAL TERMS AND
CONDITIONS IN THE ORDER WILL NOT APPLY."
ARTICLE 12--ENDORSEMENT AND PUBLICITY
This ELA shall not be construed or interpreted as an exclusive
dealings agreement or an endorsement of Esri by Licensee.
Licensee agrees that upon execution of this ELA, Esri may
publicize the existence of this ELA.
ARTICLE 13—ADMINISTRATIVE REQUIREMENTS
13.1 OEM Licenses. Certain Esri partners are authorized to
either embed limited portions of Esri technology or bundle Esri
products or services with their application or service under Esri's
OEM or Solution OEM programs. Partner pricing and product
bundling are independent of this ELA, and each partner markets
under its own business model and pricing. Licensee shall not be
entitled to or seek any discount from the OEM partner or Esri,
directly or indirectly, as a result of or based on the availability of
such Software, Data, or Online Services as Enterprise Products
under this ELA. Licensee shall not be entitled to or seek to
decouple Esri's technology or products/services from the partner's
bundle or solution. In addition, such Software, Data, Online
Services, or any component thereof included in the OEM software
program or product will be licensed through the license
agreement provided by the OEM partner and not through this
ELA.
13.2 Product Obsolescence. During the term of this ELA, some
Enterprise Product items may become obsolete, may no longer
be commercially offered, or may no longer be available for
unlimited quantity Deployment. Licensee may continue to
use such Enterprise Products that have been Deployed for the
term of this ELA, but updates for such obsolete Enterprise
Products may not be available. Esri's Product Life Cycle Support
E214-3 Page 7 of 8 08/27/2012
Policy, available at htto://help.arcciis.cofn/erVshared/Product-life
-cycle/ProductLifeCvcle.odf. defines the support phases and
overall support plans. ELA Maintenance shall be subject to the
individual Product Life Cycle Support Status, which can be found
at htto://resources.arcais.com/contenUoroduct-life-cycles.
13.3 Renewal. Upon expiration of this ELA, the parties will
evaluate Licensee's requirements. Any follow-on ELA will be
offered in accordance with license terms and condition and pricing
then in effect and based on Licensee's then current population
count.
13.4 Annual Report of Deployments. At each anniversary date
and ninety (90) days prior to the expiration date of this ELA,
Licensee shall provide a written report to Esd detailing all
Deployments made. The report will be subject to audit by an
authorized representative of Esri.
ARTICLE 14—OPTIONAL ITEMS
If training courses identified in the ELA Quotation are acquired,
they will be subject to the terms found in Exhibit 2—Training
Addendum. In the event Licensee orders training courses, the
terms and conditions of the Training Addendum will take
precedence over the provision of this ELA with respect to the
training courses.
E214-3 Page 8 of 8 08/27/2012
• EXHIBIT 1
esne SCOPE OF USE
(E300 08/22/2012)
Esrl, 380 New York St., Redlands, CA 92373-8100 USA - TEL 909-793-2853 • FAX 909-793-5953
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://www.esri.com/legal/licensing
/software-license.html (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 forth in the applicable sales quotation, purchase order, or
other document identifying the Products that Licensee orders:
1. "Concurrent Use License" means a license to install and use the 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
computer to design and build 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 computer 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. "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.
E300 Page 1 of 14 08/22/2012
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 forth in the notes referenced
below:
Desktop
■ Address Coder (22; Addendum 2, Note 7)
■ ArcExplorer-Java and Windows Editions (20;
Addendum 2, Note 1)
■ ArcGIS for Desktop (Advanced, Standard, or Basic)
(26; Addendum 2, Note l; Addendum 2, Note 6)
■ ArcGIS Explorer Desktop (20; Addendum 2, Note 1)
■ ArcGIS for AutoCAD (20)
■ ArcLogistics
- Desktop (Addendum 2, Note 1; Addendum 2,
Note 2
- Using ArcGIS Online (20; 46; Addendum 2,
Note 1
- Using ArcGIS for Server (20; 46; Addendum 2,
Note 1
- Navigator (46; Addendum 2, Note 1; Addendum 2,
Note 2
■ ArcPad (12; 13; Addendum 2, Note 1; Addendum 2,
Note 2
■ ArcReader (20; Addendum 2, Note 1)
■ ArcView 3.x and Extensions (17)
■ Esri Business Analyst (Addendum 2, Note 1,
Addendum 2, Note 4)
■ Esri Maps for Office (Addendum 2, Note 1)
■ Sourcebook•America (20; Addendum 2, Note 8)
Server
• ArcGIS for Server
- Workgroup (8; 9; 28; 29; 30; 32; 38; 39;
Addendum 2, Note 1; Addendum 2, Note 61
- Enterprise (8; 9; 27; 31; 38; 39; Addendum 2,
Note 1; Addendum 2, Note 6)
- Cloud Bundle (10, Addendum 3-Common
Terms
■ ArcGIS for Server Extensions
- ArcGIS for INSPIRE
Notes
■ Esri Business Analyst Server
- Workgroup (8; 9; 28; 29; 30; 31; 39; Addendum 2,
Note 1; Addendum 2, Note 4)
- Enterprise (8; 9; 27; 31; 39; Addendum 2, Note I, -
Addendum 2, Note 4)
■ Portal for ArcGIS (31; 61; 62; Addendum 2, Note 1)
■ Esri Tracking Server (31)
■ Esri Maps for IBM Cognos (53)
■ Esri Maps for SharePoint (Addendum 2, Note 1)
Developer Tools
■ ArcGIS Runtime SDK for iOS, Windows Phone,
Windows Mobile, or Android (16; Addendum 2,
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; Addendum 2,
Note 6
■ ArcGIS for iOS (Addendum 2, Note 1)
■ ArcGIS for Windows Mobile Deployments (15; 54;
Addendum 2, Note 1)
■ ArcGIS Runtime (18; 59; Addendum 2, Note 1)
■ ArcGIS Runtime SDK (16; 60; Addendum 2, Note 1)
• ArcGIS Web Mapping (including ArcGIS API for
JavaScript/HTML5, 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 1; Addendum 2, Note 4)
■ Esri Developer Network (EDN) Software, Online
Services, and Data (24; 26; Addendum 2, Note 1;
Addendum 2, Note 6)
■ Esri File Geodatabase API (47)
1-7. Reserved.
8. The administration tools for the Software may be copied and redistributed throughout Licensee's organization.
9. User -developed ArcGIS for Server administration tools may be copied throughout Licensee's organization, but the
ArcCatalog application (found in ArcGIS for Desktop) may not be copied.
10. Licensee will provide information or other materials related to its content (including copies of any client -side
applications) as reasonably requested to verify Licensee's compliance with this License Agreement. Esri may
monitor the external interfaces (e.g., ports) of Licensee's content to verify Licensee's compliance with this License
Agreement. Licensee will not block or interfere with such monitoring, but Licensee may use encryption
technology or firewalls to help keep its content confidential. Licensee will reasonably cooperate with Esri to identify
the source of any problem with the Cloud Bundle services that may reasonably be attributed to Licensee's content or
any end -user materials that Licensee controls.
E300 Page 2 of 14 08/22/2012
11. Reserved.
12. Software is licensed for navigational use only when used in conjunction with ArcLogistics.
13. "Dual Use License" means the Software may be installed on a desktop computer and used simultaneously with
either a personal digital assistant (PDA) or handheld mobile computer as long as the Software is only used by a
single individual at any one (1) time.
14. Reserved.
15. Licensed as a Deployment License. Deployment Licenses for Internet application(s) may be subject to payment of
additional license fees.
16. 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:
Sublicensee may not reverse engineer, decompile, or disassemble the Esri Software, Data, Online Services,
or Documentation, except to the extent permitted by applicable law; copy for commercial use; or transfer or
assign its rights under the license grant;
Sublicensee may not use any Esri Software, Data, Online Services, or Documentation, in whole or in part,
separate from Licensee's executable application; and
Third -party dependent or required components are redistributable subject to permission from the owner or
author.
Applications may be subject to deployment fees owed to Esri. Contact Esri or Licensee's distributor for details.
17. Licensee may use Business Objects Crystal Reports software only with the ArcView 3.x Software with which it was
acquired and subject to the Crystal Reports License Agreement available on the media. Licensee may not use a
software program or system to cache or queue report requests.
18. 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.
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. Reserved.
22. 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 Engine for Windows/Linux Software or other ArcGIS for Desktop
Software (Basic, Standard, or Advanced) to obtain the right to run an ArcGIS Engine application on
one (1) computer; and
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.
23. Reserved.
24. 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.
25. Reserved.
26. An ArcSDE Personal Edition geodatabase is restricted to ten (10) gigabytes of Licensee's data.
27. ArcGIS for Server Web ADF Runtime Software may not be deployed independently of Licensee's ArcGIS for
Server Enterprise configuration.
E300 Page 3 of 14 08/22/2012
28. Use is limited to ten (10) concurrent end users of applications other than ArcGIS for Server applications. This
restriction includes use of ArcGIS for Desktop Software, ArcGIS Engine Software, and third -party applications that
connect directly to any ArcGIS for Server geodatabase. There are no limitations on the number of connections from
web applications.
29. Software can only be used with a supported version of SQL Server Express. Supported versions are listed with the
system requirements for the product on the Esri website.
30. Use is restricted to a maximum of ten (10) gigabytes of Licensee's data.
31. Licensee may have redundant Esri Server Software installation(s) for failover operations, but the redundant Software
can only be operational during the period the primary site is nonoperational. The redundant Software installation(s)
shall remain dormant, except for system maintenance and updating of databases, while the primary site or any other
redundant site is operational.
32. Redundant Software installation for failover operations is not permitted.
33-37. Reserved.
38. The ArcGIS 3D Analyst for Server extension included with ArcGIS for Server Standard (Workgroup or Enterprise)
may be used only for generating globe data cache(s) or publishing a globe document as an ArcGIS Globe Service.
No other use of the ArcGIS 3D Analyst for Server extension Software is permitted with ArcGIS for Server Standard.
39. Any editing functionality included with ArcGIS for Server is not permitted for use with ArcGIS for Server Basic
(Workgroup or Enterprise).
40-45. Reserved.
46. Licensee should not follow any route suggestions that appear to be hazardous, unsafe, or illegal. Licensee assumes
all risk of using this navigation Software.
47. Licensee may develop and distribute software or web applications that use Esri File Geodatabase API to Licensee's
end users.
48-52. Reserved.
53. 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.
54. ArcGIS for Windows Mobile Deployments are licensed for use with ArcGIS for Server Advanced (Enterprise or
Workgroup), ArcGIS for Desktop (Advanced, Standard, Basic), and ArcGIS Engine applications.
55-58. Reserved.
59. Licensee may develop an unlimited number of applications on a single computer and deliver the applications to end
users up to the number of Deployment Licenses that have been purchased.
60. a. ArcGIS Runtime SDK licenses shall not be used for Internet or server development;
b. 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
c. Customers building applications for their own internal use must purchase ArcGIS Runtime licenses for every
application Deployed that includes ArcGIS Runtime. A single user may have multiple ArcGIS Runtime
licensed applications installed on one (1) computer, but each application is an independent Deployment of
ArcGIS Runtime.
61. 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.
62. 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.
63. Reserved.
64. For web applications, Licensee may not use this Product independently of other Esri Product(s).
65. Reserved.
66. For desktop applications or SharePoint, each license is per organization. For the purposes of this license,
organization is equivalent to a principal registered unique domain identifier. Domain is the Internet domain name
registered with a domain name registrar. For instance, in example.com, example.com is the registered unique
domain identifier. Similarly, in example.com.xx, where xx is a registered country code, example.com.xx is the
registered unique domain identifier. Desktop applications can be used by any employee of the organization with the
principal registered unique domain identifier. There is no limit to the number of applications that can be built and
deployed within an organization.
E300 Page 4 of 14 08/22/2012
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 bLtp://www.esri.comAegalAicensiniz/software
-license.html (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. Licensee may cancel a 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)
■ StreetMap Premium for ArcGIS (2)
■ StreetMap Premium for Windows Mobile (2)
■ StreetMap Premium for ArcPad (2)
■ ArcLogistics Data (2)
■ Data Appliance for ArcGIS (3)
■ Business
Notes
Data
■ Demographic, Consumer, and Business Data ("Esri
Data") (5, 10)
■ Data and Maps for ArcGIS (6)
■ Address Coder Data (7, 10)
■ Sourcebook•America Data (8, 10)
■ MapStudio Data (9)
1. ArcGIS Online Data: Software and Online Services that reference this note enable access to ArcGIS Online Data.
ArcGIS Online Data is provided for use solely in conjunction with Licensee's authorized use of Esri Software and Online
Services. Licensee may use Data accessed through ArcGIS Online as permitted under the terms of the URLs referenced
below:
a. NAVTEQ data is subject to the terms of use at bM://www.esri.com/legal/odfs/i9791-navteg use data pdf.
b. Tele Atlas/TomTom data is subject to the terms of use at http://www.esricom/le2al/pdfsli9792
-teleatlas_use _data.ndf.
c. Data from i-cubed is subject to the terms of use at httn://www.esri.com/iegal/pdfs/i9946-icubed.odf.
d. Microsoft Bing Maps data is subject to the terms of use at http://www.esri.com/lesal/odfs/e-802-bins
-mapsvcs.12df.
e. BODC bathymetry data is subject to the terms of use found at htttps://www.bodc.ac.uk/data/online delivery
/eebco/terms of use/.
StreetMap Premium for ArcGIS: StreetMap Premium for ArcGIS for Windows Mobile; StreetMap Premium for Arcload;
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, 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:
NAVTEQ data is subject to the terms of use at hhLt ://www.esri.com/legal/pdfs/i9791-navteause datapdf.
Tele AtlasJTomTom data is subject to the terms of use at http://www.esri.com/legal/pdfs/i9792
-teleatlas use_data.pdf.
3. Data Appliance for ArcGIS: Data provided with Data Appliance is subject to the following additional terms of use:
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
E300 Page 5 of 14 08/22/2012
Collection. This restriction does not apply to the small-scale (i.e., scale levels above 1:100,000) maps provided
in the World Collection, which are intended for display at global and regional scales.
b. NAVTEQ data is subject to the terms of use at http://www.esri.com/le alg /Ddfs//09791-navtea use datapdf.
c. Tele Atlas/TomTom data is subject to the terms of use at bm://www.esri.com/legai/pdfsl*9792
-teleatlas use datapdf.
d. Data from i-cubed is subject to the terms of use at hM://www.esri.com/legal/pdfs/i9946-icubed.pdf.
e. BODC bathymetry data is subject to the terms of use found at bMs://www.bodc.ac.uk/data/online delivery
/gebco/terms of use/.
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:
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 restricted 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.
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
Esri Business Analyst (Canadian Edition) Data.
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, or 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 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.
NAVTEQ data is subject to the terms of use at b=://www.esri.com/leg_al/t)dfs/i9791-navteg use datapdf.
Tele Atlas/TomTom data is subject to the terms of use at httl2://www.esri.com/legal/pdfs/i9792
-teleatlas use data.pdf.
Demographic, Consumer, and Business Data ("Esri Data"): This Data category 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.
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 Matrix available at
http://www.esri.com/legat/licensing,/redistribution-riizhts.html, in the Help system, or in supporting metadata
files, subject to the specific attribution descriptions and requirements for the dataset accessed.
b. StreetMap Data may be used for mapping, geocoding, and routing purposes but is not licensed for dynamic
routing purposes. For instance, StreetMap USA may not be used to alert a user about upcoming maneuvers
(such as warning of an upcoming turn) or to calculate an alternate route if a turn is missed.
E300 Page 6 of 14 08/22/2012
7. Address Coder 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. Sourcebook-America 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 hM://www.esri.com/legal/t)dfs/i9791-navtea use datapdf.
b. Tele Atlas/TomTom data is subject to the terms of use at http://www.esri.com/le2al/pdfs/j9792
-teleatlas use data.ndf.
c. Data from i-cubed is subject to the terms of use at http://www.esri.com/lep-al/pdfs/i9946-icubed.pdf.
d. 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, or 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 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 standalone form.
E300 Page 7 of 14 08/22/2012
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 http://www.esri.com/leaal/licensing
/software-license.html (as applicable, the "License Agreement"), which is incorporated 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. "API" means application programming interface.
b. "ArcGIS Website" means httj2://www.arc ig s.com and any related or successor websites.
c. "Content" means Data, images, photographs, animations, video, audio, text, maps, databases, data models,
spreadsheets, user interfaces, software applications, and Developer Tools.
d. "Developer Tools" means software development kits (SDKs), APIs, software libraries, code samples, and other
resources.
e. "Named Users" means Licensee's employees; agents; consultants; contractors; or, for education accounts, registered
students whom Licensee authorizes to access Online Services for Licensee's exclusive benefit through Licensee's
ArcGIS Online account, to which they are explicitly linked through unique, individual user names and passwords.
f. "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 parties that Licensee
accesses through Online Services.
g. "Service Components" means each of the following: Online Services, Online Content, ArcGIS Website, Developer
Tools, Documentation, or related materials.
h. "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 requests for Product improvements that Licensee provides to Esri.
i. "Value -Added Application" means an application using the Developer Tools and Online Services and that includes
functions or features not inherent in the Online Services.
j. "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, (ii) for Licensee's own internal use by Licensee and Licensee's Named Users, and (iii) in accordance with this License
Agreement and the licensed configuration on file as authorized by Esri.
2.2 Provision of Subscription Online Services. For subscription Online Services, Esri will
a. Provide Online Services to Licensee in accordance with the Documentation;
b. Provide customer support in accordance with Esri's standard customer support policies and any additional support
Licensee may purchase; and
c. Use commercially reasonable efforts to ensure that Online Services will not transmit to Licensee any Malicious
Code, provided Esri is not responsible for Malicious Code that was introduced to Online Services through Licensee's
account or through third -party Content.
E300 Page 8 of 14 08/22/2012
23 Licensee's Responsibilities. Licensee or Licensee's Named Users are the only persons authorized to access Online
Services through Licensee's accounts. Authorization Codes may not be shared among multiple individuals but may be
reassigned for absences of one (1) month or longer. Licensee and Licensee's Named Users are responsible for maintaining the
confidentiality of Authorization Codes 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.
2A 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 Services 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, routes, or geocodes 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 it adds material functionality to the 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. Esri reserves the right to alter, modify, deprecate, or discontinue Online Services and
related APIs at any time. If reasonable under the circumstances, Esri will provide prior notice of any material alterations. Esri
will attempt to support any deprecated APIs for up to six (6) months, unless there are legal, financial, or technological
reasons not to support them.
2.7 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 TERMINATION
The following supplements Article 5—Term and Termination of the License Agreement:
3.1 Term of Subscriptions. The term of any subscription will be provided in the Ordering Document under which it is
purchased or in the Online Services description referenced therein.
3.2 Service Interruption. Licensee's access (including access on behalf of Licensee's customers) to and use of Online
Services may be suspended, 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.
33 Service Suspension. Esri and its affiliates 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 this License Agreement or
exceeds Licensee's usage limits and fails to purchase additional Service Credits sufficient to support 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
E300 Page 9 of 14 08/22/2012
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 thereof) are prohibited by law or otherwise that it is necessary or
prudent to do so for legal 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.
3A Esri is not responsible for any damage, liabilities, losses (including any loss of data or profits), or any other consequences
that Licensee or any Licensee customer may incur as a result of any Service Interruption or Service Suspension.
ARTICLE 4—LICENSEE'S CONTENT, FEEDBACK
4.1 Licensee's Content. Licensee is solely responsible for the 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, or 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 and Online Services. 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.
41 Removal of Licensee's Content. Licensee will provide information and/or other materials related to Licensee 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 httl2://www.esri.com/legal/licensinp-/dmca Mlicv.html.
43 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 with Online Services subject to any terms 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
SHARING TOOLS IS AT LICENSEE'S SOLE RISK.
4A Retrieving Licensee's Content upon Termination. Upon termination of this License Agreement or any evaluation or
subscription, Esri will make Licensee's Content available to Licensee for download for a period of thirty (30) days unless
Licensee requests a shorter window of availability or Esri is legally prohibited from doing so. Thereafter, Licensee's right to
access or use Licensee's Content with Online Services will end, and Esri will have no further obligations to store or return
Licensee's Content.
ARTICLE 5—LIMITS ON USE OF ONLINE SERVICES; SERVICE CREDITS
Esri may establish limits on the resources available to Licensee with Online Services. 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. The overage limits for a particular Service and options to address overages will be provided in the Service
description and specified in the Ordering Document. Esri reserves the right to suspend Licensee's account until Licensee pays
all outstanding overage fees in accordance with this License Agreement.
E300 Page 10 of 14 08/22/2012
ARTICLE 6—ONLINE CONTENT; THIRD -PARTY CONTENT AND WEBSITES
6.1 Online Content. ArcGIS Online Data is included as a component of Online Services and is licensed under the terms of
the License Agreement.
6.2 Third -Party Content and Websites. Online Services and ArcGIS Website may reference or link to third -party websites
or enable Licensee to access, view, use, and download third -party Content. This Agreement does not address Licensee's use
of third -party Content, and Licensee may be required to agree to different or additional terms in order to use third -party
Content. Esri does not control these websites and is not responsible for their operation, content, or availability; Licensee's use
of any third -party websites and third -party Content is as is, without warranty, and at Licensee's sole risk. The presence of any
links or references in Online Services to third -party websites and resources does not imply an endorsement, affiliation, or
sponsorship of any kind.
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 property rights or
proprietary rights, (ii) violate any third parry's privacy rights or any applicable law, or (iii) contain or transmit to a third party
any Malicious Code. Except as prohibited by applicable law, Licensee agrees to defend, indemnify, and hold harmless Esri
from and against any claim, action, liability, or demand arising out of a breach of the foregoing warranties.
E300 Page 11 of 14 08/22/2012
SECTION 2—TERMS OF USE FOR SPECIFIC ONLINE SERVICES
Specific Online Services are subject to the terms of use set forth in the notes referenced below:
■ ArcGIS Online (1; 2; 3; Addendum 2, Note 1;
Addendum 2, Note 6)
■ Business Analyst Online (4; Addendum 2, Note 1;
Addendum 2. Note 4)
■ Business Analyst Online Mobile (4; Addendum 2,
Note I; Addendum 2, Note 4)
■ Esri Business Analyst Online API for Adobe Flex,
Microsoft Silverlight, SOAP, and REST (6;
Addendum 2, Note 1; Addendum 2, Note 4)
■ Community Analyst (4; Addendum 2, Note 1;
Notes
1. In addition to the common terms of use of Online Services:
■ Esri Community Analyst API for Adobe Flex,
Microsoft Silverlight, SOAP, and REST (6;
Addendum 2, Note 1; Addendum 2, Note 4)
■ Esri Location Analytics API for Adobe Flex,
Microsoft Silverlight, SOAP, and REST (6;
Addendum 2, Note 1; Addendum 2, Note 4)
■ Redistricting Online (3; Addendum 2, Note I)
■ MapStudio (5; Addendum 2. Note 9)
Licensee may use Licensee's ArcGIS Online account to build a Value -Added Application(s).
Licensee may provide access to Licensee's Value -Added Application(s) to third parties, subject to the following
terms:
i. Licensee may allow anonymous user access to Licensee's Value -Added Application(s).
ii. Licensee shall not add third parties as Named Users to Licensee's ArcGIS Online account for the purpose of
allowing third parties to access Licensee's Value -Added Application(s). This restriction does not apply to
third parties included within the definition of Named Users.
iii. Licensee shall not provide a third party with access to ArcGIS Online Services enabled through Licensee's
ArcGIS Online account other than through Licensee's Value -Added Application(s). This restriction does
not apply to third parties included within the definition of Named Users.
iv. Licensee is responsible for any fees accrued through the use of Licensee's ArcGIS Online account by third
parties accessing Licensee's Value -Added Application(s). This includes Service Credits required to support
third -party Online Services usage and any additional subscription fees for Online Services as required.
v. Licensee is solely responsible for providing technical support for Licensee's Value -Added Application(s).
vi. Licensee will restrict third -party use of Online Services as required by the terms of this Agreement.
c. For ArcGIS Online ELA and Organization Plan accounts: Licensee is also permitted to
Charge an additional fee to third parties to access Licensee's Value -Added Application(s), subject to the
terms of this License Agreement; or
Transfer Licensee's Value -Added Application(s) to a third party's ArcGIS Online account, subject to the
following:
(1) Licensee may charge third parties a fee for Licensee's Value -Added Application(s).
(2) 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).
(3) Licensee is not responsible for any fees accrued through the third parry's use of Licensee's Value -
Added Application(s) that have been transferred to or implemented on the third parry's ArcGIS
Online account.
For Personal Plans, Education and Not -for -Profit use of ArcGIS Online accounts: Licensee is not permitted to
charge an additional fee to third parties to access Licensee's Value -Added Application(s) or generate more than
incidental advertising revenue as a consequence of the deployment or use of the Value -Added Application(s).
Charging a fee to access Licensee's Value -Added Application(s) or generating more than incidental advertising
revenue requires an ArcGIS Online ELA or Organization Plan account.
E300 Page 12 of 14 08/22/2012
Licensee is not permitted to be the licensee of an ArcGIS Online account for or on behalf of a third party.
Terms of Use for ArcGIS Online Services: The following ArcGIS Online Services are not subject to ArcGIS Online 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
additional fee. These services may be used only in conjunction with ArcGIS Software or an ArcGIS Online account.
Map Services, Imagery Services, and Geometry Services: 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://help.arcgis.conVen/arcgisonline/content/.
ArcGIS Online Standard Task Services (available at h!W:Iltasks.arcizisonline.com): Licensee may put these
services to any use consistent with these terms of use, subject to the following:
Standard Geocoding Services: 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.
Standard Routing Services: Licensee is subject to a limit of five thousand (5,000) routing requests (as
defined in the Documentation) during any twelve (12)-month period.
ArcGIS Online Subscription Task Services (available at htto://Premiumtasks.arckisonline.com): 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 later use.
ArcGIS Online Sample Services: Licensee may use these services for internal evaluation and development
purposes only. All licenses for ArcGIS Online Services are subject to these terms of use and any additional
restrictions or requirements identified in the Documentation.
The following ArcGIS Online Service is subject to fee -based ArcGIS Online Service Credit consumption usage:
ArcGIS Online World Geocoding Service (available at htW:Ilgeocodearc_ois.com): 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.
Licensee may not display or post any combination of more than one hundred (100) Esri Business Analyst Online or
Community Analyst Reports and maps on Licensee's external websites.
Licensee may create, publicly display, and distribute maps in hard copy and static electronic format for news -reporting
purposes.
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 formats. Licensee and Licensee's end users are
prohibited from 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 files 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 13 of 14 08/22/2012
ADDENDUM 4
LIMITED USE PROGRAMS
(E300-4)
This Limited Use Programs Addendum ("Addendum 4") applies to any Licensee that has been qualified by Esri or its
authorized distributor to participate in any of the programs described herein. This Addendum 4 includes the Licensee's
existing master license agreement, if any, or the License Agreement found at htta://www.esri.com/legalAicensine/software
-license.html (as applicable, the "License Agreement"), which is incorporated by reference. This Addendum 4 takes
precedence over conflicting terms of the License Agreement. Esri reserves the right to update the terms from time to time.
■ Educational Programs (1) Home Use Program (3)
■ Grant Programs 2 Other Esri Limited Use Programs 4
Notes
1. Educational Programs: Licensee agrees to use Products solely for educational purposes during the educational use Term.
Licensee shall not use Products for any administrative use unless Licensee has acquired an administrative use Term
License. Licensee shall not use Products for commercial or for -profit purposes.
2. Grant Programs: Licensee may use Products only for Noncommercial purposes as specified in the Esri grant document.
Licensee shall not use Products for commercial or for -profit purposes.
3. ArcGIS for Home Use Program:
All ArcGIS for Home Use Program Products are provided as Term Licenses and are identified on Esri's Home Use
Program website found at http://www.esri.com/arcgis-for-home/ or Licensee's authorized distributor's website.
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
Agreement. "Nonce n nercial" means use in a personal or individual capacity that (i) is not compensated in any
fashion; (ii) is not intended to produce any works for commercial use or compensation; (iii) is not intended to
provide a commercial service; and (iv) is neither conducted nor funded by any person or entity engaged in the
commercial use, application, or exploitation of works similar to the licensed Products.
Installation Support. Installation Support for a period of ninety (90) days is included with ArcGIS for Home Use.
As discussed further on the Esri or authorized distributor's website, Esri provides technical support in response to
specific inquiries. Installation Support will apply only to unmodified Software. Software is provided only for
standard hardware platforms and operating systems supported by Esri as described in the Software Documentation.
Esri is not responsible for making or arranging for updates to interfaces for nonstandard devices or custom
applications.
Esri Installation Support will be provided in compliance with the Esri ArcGIS for Home Use Installation Support
document on the Esri website at httn://www.esri.com/legal/pdfs/home-use-installation-sunnort.t)df. Esri supports
users solely with the installation of Esri Software. Esri's Support website is at http://sgpl2ort.esri.com/en/sgpWrt.
Support provided by an authorized distributor will be in accordance with the distributor's technical support program
terms and conditions.
Other Esri Limited Use Programs: If Licensee acquires Products under any limited use program not listed above,
Licensee's use of the Products may be subject to the terms set forth in the applicable launching page or enrollment form
or as described on Esri's website in addition to the nonconflicting terms of this Addendum 4. All such program terms are
incorporated herein by reference.
E300 Page 14 of 14 08/22/2012
Oesri-
EXHIBIT 2
TRAINING ADDENDUM
(E207SET 3/11)
Esri, 380 New York St., Redlands, CA 92373-8100 USA • TEL 909-793-2853 • FAX 909-793-5953
ARTICLE 1—TRAINING DESCRIPTION
Esri offers instructor -led training related to the use of its
proprietary GIS software. Esri will provide to Licensee a fixed
number of training days to use for Instructor -Led Training, as
defined in this Small Enterprise Training Package, if purchased.
Instructor -Led Training events occur at an Esri Learning Center or
via the web in a cloud environment. The Esri software training
course(s) to be conducted, location, schedule dates, and
registration requirements are set forth in the Esri Training catalog
located on Esri's Training website (htto:/ttrainina.esri.com). All
courses are conducted in substantial conformity with course
descriptions outlined on the Esri Training website. Esri reserves
the right to modify course content when necessary due to
software technical capabilities or limitations.
ARTICLE 2—ESRI'S RESPONSIBILITIES
• Esri will provide an instructor qualified to conduct the
course(s) as well as all necessary training materials sufficient
for the number of registered participants (hereinafter
"Student(s)") on the scheduled dates. Esri will provide each
Student with a course manual where applicable.
• Esri will confine Learning Center training class scheduled
dates approximately ten (10) business days prior to the Gass
start date.
ARTICLE 3—LICENSEE'S RESPONSIBILITIES
• Licensee must ensure the protection of Esri's copyrights.
Licensee shall neither copy or distribute nor permit a third
party to copy or distribute any of Esri's training material(s)
unless otherwise required by law.
• Licensee must not resell seat(s) to an Esri training Gass
unless explicitly authorized in writing by Esri.
• Licensee must confirm that all registered Students meet the
minimum prerequisites for the applicable class set forth on
Esri's Training website.
• Licensee must ensure that all Students have received
confirmation from Esri to participate in an Esri training event.
Unregistered Students are not permitted to view or participate
in a Virtual Classroom training event. Esri reserves the right to
disconnect any Student who permits access to unregistered
Students.
• Licensee must submit registrations with a confirmed payment
commitment at least seven (7) business days before the class
start date. If Licensee submits a registration without a
confirmed payment, Esri will not confirm the seat reservation.
The reservation will be added to the waiting list pending
payment confirmation and subject to availability.
• US government export control laws and regulations prohibit
US persons from engaging in transactions with certain denied
persons found on various US Government Denied Persons
lists (e.g., US Department of the Treasury's Specially
Designated Nationals List, US Commerce Department's
Denied Persons/Entity List, etc.). To meet these export
requirements, Licensee must submit to Esri Customer Service
a list of the names of Students that are to attend any training
class. Any Student that is found on any of the various US
Government Denied Persons lists will not be permitted to
attend training.
• Licensee is responsible for all Student travel arrangements.
Esri assumes no responsibility for losses from nonrefundable
travel arrangements resulting from denial of a Student's
participation due to US government export regulation
requirements, course scheduling changes, or cancellations.
Licensee must provide written notice to Esri's Customer
Service at servicellMesri.com of any cancellation,
rescheduling, or Student substitution requirements and
receive confirmation of these change(s) prior to the class start
date.
Licensee is responsible to ensure that it adheres to the
course, facility, and equipment requirements for Esri training
as found at http:/ttraining.esri.com/gateway
/indexcfm?fa=tmining0pbons.aateway.
Students may not use audio and/or video recording
equipment within the classroom without prior written approval
from Esri. Esri reserves the right to record a classroom
training event for future rebroadcast.
ARTICLE 4—CANCELLATION AND RESCHEDULING POLICY
When a Student's place in class is filled by another person
from the same organization, a Student substitution is allowed
at no cost provided Esri's Customer Service department is
notified three (3) business days in advance of the class start
date. Should a Student substitution occur without three (3)
business days' notification, an additional nonrefundable
transfer and data processing fee may be assessed.
A Student may transfer from one (1) scheduled Esri Learning
Center Gass to another one (1) time at no additional charge
provided Esri's Customer Service department is notified
three (3) business days in advance of the Gass start date.
Subsequent transfers or transfers that occur without three (3)
business days' notification may incur a transfer fee.
Students may cancel their enrollment in a class provided
Esri's Customer Service department is notified
three (3) business days in advance. If three (3) business days'
notification is not provided, Students may be charged the full
Student Seat fee.
If Esri is unable to conduct the training on the scheduled date,
Esri will notify Licensee at least three (3) business days before
the scheduled date.
If cancellation of a training event is necessary due to Force
Majeure, the affected party is released in full from the three (3)-
business-day notification. The affected party will either reschedule
the training or cancel the order without that affected party
incurring any liability.
ARTICLE 5—UNIQUE TERMS FOR THE SMALL ENTERPRISE
TRAINING PACKAGE
• To order training, Licensee must include training in the
Purchase Order for the ELA or provide a Purchase Order as
required and specified within the ELA that matches the Esri
quotation.
• Where Licensee submits additional Purchase Orders to
purchase training days for additional year(s), any unused
training days will automatically roll over.
• A Purchase Order is required annually for each three (3)-year
term. Failure to submit annual Purchase Orders will result in
the forfeit of unused training days.
• Licensee must assign an individual within its organization to
the role of Training Administrator to serve as liaison between
Licensee's organization and Esri as well as internally manage
and authorize allocated training days.
E207SET Pagel of 2 03/25/2011
• The training days are available for a period of twelve (12)
months, commencing on the purchase Effective Date, and
ending when all training days are consumed, whichever is
sooner.
• Esri will invoice for outstanding training expenses where
applicable.
• Training days are not transferable and not refundable for any
other Esri products or services.
ARTICLE 6—RESERVATION OF OWNERSHIP AND GRANT
OF LICENSE
Except as specifically granted in this Agreement, Esri and/or its
licensors own and retain all right, title, and interest in software,
data, documentation, and training materials.
ARTICLE 7—WARRANTY
7.1 Esri will provide training in a manner consistent with the
technical and professional standards of the industry.
7.2 Disclaimer of Warranties. WITH THE EXCEPTION OF THE
LIMITED WARRANTY SET FORTH IN THIS ARTICLE, ESRI
DISCLAIMS, AND THIS AGREEMENT EXPRESSLY
EXCLUDES, ALL OTHER WARRANTIES, EXPRESS OR
IMPLIED, ORAL OR WRITTEN, INCLUDING, WITHOUT
LIMITATION, ANY AND ALL WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, NONINTERFERENCE, AND NONINFRINGEMENT,
AS WELL AS ANY WARRANTIES THAT THE TRAINING IS
ERROR FREE.
ARTICLE 6—LIMITATION OF LIABILITY AND EXCLUSIVE
REMEDY
EXCEPT FOR INDEMNITY ASSOCIATED WITH CLIENT SITE
TRAINING, IN NO EVENT SHALL ESRI BE LIABLE TO
LICENSEE FOR COSTS OF PROCUREMENT OF SUBSTITUTE
GOODS OR TRAINING; LOST PROFITS; LOST SALES;
BUSINESS EXPENDITURES; INVESTMENTS; BUSINESS
COMMITMENTS; LOSS OF ANY GOODWILL; OR ANY
INDIRECT, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR
INCIDENTAL DAMAGES ARISING OUT OF, OR RELATED TO,
THIS AGREEMENT, HOWEVER CAUSED OR UNDER ANY
THEORY OF LIABILITY, EVEN IF ESRI HAS BEEN ADVISED
OF THE POSSIBILITY OF SUCH DAMAGES. ESRI'S TOTAL
CUMULATIVE LIABILITY HEREUNDER, FROM ALL CAUSES
OF ACTION OF ANY KIND, SHALL IN NO EVENT EXCEED THE
AMOUNT ACTUALLY PAID BY LICENSEE FOR THE PORTION
OF THE TRAINING UNDER THIS AGREEMENT. THESE
LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY
FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED
REMEDY.
ARTICLE 9—UCC INAPPLICABILITY
Training provided under this Agreement will not be governed by
the Uniform Commercial Code (UCC) and will not be deemed
"goods" within the definition of the UCC.
E207SET Page 2 of 2 03/25/201 I
Oesrio
May 21, 2013
Mr. Bob Ward
COUNTY OF MONROE
1200 TRUMAN AVE STE 211
KEY WEST, FL 33040
Dear Bob,
The Esri Small Municipal and County Government Enterprise License Agreement (ELA) is a three-year
agreement that will grant your organization access to Esri® term license software on an unlimited basis
including maintenance on all software offered through the ELA for the term of the agreement. The ELA
will be effective on the date executed and will require a firm, three-year commitment.
Based on Esri's work with several organizations similar to yours, we know there is significant potential to
apply geographic information system (GIS) technology in many operational and technical areas within
your organization. For this reason, we believe that your organization will greatly benefit from an
enterprise license agreement.
An ELA will provide your organization with numerous benefits including:
■ A lower cost per unit for licensed software
■ Substantially reduced administrative and procurement expenses
■ Maintenance on all Esri software deployed under this agreement
■ Complete flexibility to deploy software products when and where needed
The following business terms and conditions will apply:
■ All current departments, employees, and in-house contractors of the organization will be eligible
to use the software and services included in the ELA.
■ If your organization wishes to acquire and/or maintain any Esri software during the term of the
agreement that is not included in the ELA, it may do so separately at the Esri pricing that is
generally available for your organization for software and maintenance.
■ The organization will establish a single point of contact for orders and deliveries and will be
responsible for redistribution to eligible users.
■ The organization will establish a Tier 1 support center to field calls from internal users of Esri
software. The organization may designate individuals as specified in the ELA who may directly
contact Esri for Tier 2 technical support.
■ The organization will provide an annual report of installed Esri software to Esri.
380 New York Street 909 793 2853
Redlands, California 92373-8100 use infooesri.com esri.com
■ Esri software and updates that the organization is licensed to use will be automatically available
for downloading.
■ The organization will act as an Esri reference site and will permit Esri to publicize its use of Esri
software and services.
■ The fee and benefits offered in this ELA proposal are contingent upon your acceptance of Esri's
Small Municipal and County Government ELA terms and conditions.
■ Licenses are valid for the term of the ELA.
This program offer is valid for 90 days. To complete the agreement within this time frame, please contact
me within the next seven days to work through any questions or concerns you may have. To expedite
your acceptance of this ELA offer:
I . Sign and return the signature page of the ELA with a Purchase Order or issue a Purchase
Order that references this ELA Quotation and includes the following statement on the face of the
Purchase Order: "THIS PURCHASE ORDER IS GOVERNED BY THE TERMS AND
CONDITIONS OF THE ESRI SMALL MUNICIPAL AND COUNTY GOVERNMENT
ELA, AND ADDITIONAL TERMS AND CONDITIONS IN THIS PURCHASE ORDER
WILL NOT APPLY." Have it signed by an authorized representative of the organization.
2. On the first page of the ELA, identify the central point of contact/agreement administrator. The
agreement administrator is the party that will be the contact for management of the software,
administration issues, and general operations. Information should include name, title (if
applicable), address, phone number, and e-mail address.
3. In the purchase order, identify the "Ship to" and "Bill to" information for your organization.
4. Send the purchase order and agreement to the address, email or fax noted below:
Esri
Attn: Customer Service SG-ELA
380 New York Street
Redlands, CA 92373-8100
e-mail: service@esri.com
fax documents to: 909-307-3083
I appreciate the opportunity to present you with this proposal, and I believe it will bring great benefits to
your organization.
Thank you very much for your consideration.
Best Regards,
Robyn Garrett
704-541-9810 *8640
r ag rrettp_esri.com
Small Government ELA