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ELA TERMS AND CONDITIONS
<br />ARTICLE 1— DEFINITIONS
<br />Definitions. The terms used are defined as follows:
<br />• "Data" means any ESRI or third -party digital dataset(s)
<br />including, but not limited to, geographic vector data
<br />coordinates, raster, reports, or associated tabular attributes
<br />licensed under this ELA.
<br />• "Deploy," "Deployed," or "Deployment" means to
<br />redistribute and install or the redistribution and installation
<br />of the Enterprise Software or its having been redistributed
<br />and installed by Licensee on Licensee's hardware.
<br />• "Documentation" means all printed and digital materials
<br />including, but not limited to, help files, user reference
<br />documentation, training documentation, or technical
<br />information and briefings.
<br />• "ELA Maintenance" means Tier 2 Support, updates, and
<br />patches provided by ESRI to Licensee for the Enterprise
<br />Software.
<br />• "ELA Fee" means the fee set forth in the ELA Quotation.
<br />• "ELA Quotation" means the Small Municipal and County
<br />ELA offer letter and ESRI quote form.
<br />• "Enterprise Software" means the Software, Data, Web
<br />Services, and Documentation identified in the ELA
<br />Quotation as Enterprise Software.
<br />• "Incident" means a failure of the Software to operate
<br />according to the Documentation in which such failure
<br />substantially impacts operational or functional performance.
<br />• "License Agreement" and "ELA" are used interchangeably
<br />and mean the license terms and conditions including
<br />Exhibit 1 —Scope of Use (E300) that apply to Enterprise
<br />Software provided to Licensee by ESRI under this
<br />agreement.
<br />• "Software" means the actual copy of all or any portion of
<br />ESRI's proprietary software technology, accessed or
<br />downloaded from an authorized ESRI Web site, or
<br />delivered on any media, in any format, including backups,
<br />updates, service packs, patches, hot fixes, or permitted
<br />merged copies.
<br />• "Samples" means sample code, sample applications, add -
<br />ons, or sample extensions of Software, Data,
<br />Documentation, or Web Services.
<br />• "Technical Support" means a process to attempt to resolve
<br />reported Incidents through error correction; patches; hot
<br />fixes; workarounds; replacement deliveries; or any other
<br />type of Software, Data, or Documentation corrections or
<br />modifications.
<br />• "Tier 1 Help Desk" means Licensee point of contact from
<br />which all Tier 1 Support will be given to Licensee.
<br />• "Tier 1 Support" means the Technical Support provided by
<br />the Tier 1 Help.Desk as the primary contact to Licensee in
<br />attempted resolution of reported Incidents.
<br />• "Tier 2 Support" means the Technical Support provided by
<br />ESRI to the Tier 1 Help Desk when the Incident cannot be
<br />resolved through Tier 1 Support.
<br />• "Web Services" means software services or ESRI or third -
<br />party data provided by ESRI that perform geographic
<br />information system (GIS) functions, tasks, or data services
<br />and are accessed over the Internet, excluding Virtual
<br />Campus.
<br />ARTICLE 2— INTELLECTUAL PROPERTY RIGHTS AND
<br />RESERVATION OF OWNERSHIP
<br />The Enterprise Software are licensed and not sold. ESRI and its
<br />licensors own the Enterprise Software, which are protected by
<br />United States and applicable international laws, treaties, and
<br />conventions regarding intellectual property and proprietary rights
<br />including trade secrets. Licensee agrees to use reasonable
<br />means to protect the Enterprise Software from unauthorized use,
<br />reproduction, distribution, or publication. ESRI and its third -party
<br />licensors reserve all rights not specifically granted in this License
<br />Agreement including the right to change and improve Web
<br />Services.
<br />ARTICLE 3 —GRANT OF LICENSE
<br />3.1 Grant of License. Subject to the terms and conditions of this
<br />ELA, ESRI grants to Licensee a limited term, personal,
<br />nonexclusive, nontransferable license solely to
<br />Use, copy, and Deploy an unlimited quantity of the
<br />Enterprise Software excluding ESRI Developer Network
<br />(1) for the term identified in this ELA and (2) for Licensee's
<br />own internal use.
<br />Deploy one subscription of the ESRI Developer Network
<br />for use by a single named developer for the term of this
<br />ELA.
<br />Access and use any secure ESRI Web site resources
<br />made available to Licensee for Licensee's internal use,
<br />provided that Licensee follows ESRI's terms of use policy
<br />specified therein. All password or controlled access
<br />information provided by ESRI shall be treated as ESRI
<br />confidential information.
<br />3.2 Consultant Access. Subject to 3.1, Licensee may provide
<br />access to the Enterprise Software to any consultant or contractor
<br />of Licensee, provided consultants and contractors use is for the
<br />sole benefit of Licensee while (i) working on -site at Licensee's
<br />facilities or (ii) remotely using /accessing Enterprise Software from
<br />Licensee's on -site computers or machines. Licensee shall be
<br />responsible for compliance by consultants or contractors with the
<br />terms and conditions of this ELA. Licensee shall require
<br />consultant or contractor to discontinue use of and access to
<br />Enterprise Software upon completion of work for Licensee.
<br />ARTICLE 4—SCOPE OF USE
<br />4.1 Permitted Uses
<br />a. Licensee may install and store the Software, Data, and
<br />Documentation on electronic storage device(s).
<br />b. Licensee may make one (1) copy of the Software, Data, and
<br />Documentation for archival purposes. Licensee may make
<br />routine computer backups.
<br />c. Licensee may customize the Software using any (i) macro or
<br />scripting language, (ii) published application programming
<br />interface (API), or (iii) source or object code libraries, but only
<br />to the extent that such customization is described in the
<br />Documentation.
<br />d. Licensee may use, copy, or prepare derivative works of the
<br />Documentation supplied in digital format and thereafter
<br />reproduce, display, and redistribute the customized
<br />documentation only for Licensee's own internal use. Portion(s)
<br />of Documentation supplied in digital format merged with other
<br />software and printed or digital documentation are subject to
<br />this ELA. Licensee shall include the following copyright
<br />attribution notice acknowledging the proprietary rights of ESRI
<br />and its licensor(s): "Portions of this document include
<br />intellectual property of ESRI and its licensor(s) and are used
<br />herein under license. Copyright © [Insert the actual copyright
<br />date(s) from the source materials] ESRI and its licensor(s). All
<br />rights reserved."
<br />4.2 Uses Not Permitted
<br />Except as provided herein, Licensee shall not sell, rent, lease,
<br />sublicense, lend, assign, or time -share the Enterprise
<br />Software. Licensee shall not act as a service bureau or
<br />commercial application service provider (ASP) that allows
<br />third party access to the Enterprise Software. A commercial
<br />ASP means a Licensee who uses Enterprise Software for a
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