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site or service and operates the site or the service for a profit
<br />or generates revenue by charging for access to the site or
<br />service.
<br />b. Licensee shall not redistribute the Software to unauthorized
<br />third parties, in whole or in part, including, but not limited to,
<br />extensions, components, or DLLs, without the prior written
<br />approval of ESRI.
<br />c. Licensee shall not reverse engineer, decompile, or
<br />disassemble the Enterprise Software, except to the extent that
<br />such activity is expressly permitted by applicable law
<br />notwithstanding this restriction.
<br />d. Except to the extent that applicable law prohibits this
<br />restriction, Licensee shall not make any attempt to circumvent
<br />the technological measure(s) that controls access to, or use
<br />of, the Enterprise Software.
<br />e. Licensee shall not redistribute the Software registration
<br />number /license authorization file(s), developer license file(s),
<br />or Web Services access codes to unauthorized third parties
<br />without the prior approval of ESRI.
<br />f. Licensee shall not use the Software or Web Services to
<br />transfer or exchange any material in where such transfer or
<br />exchange is prohibited by intellectual property laws or any
<br />other applicable laws.
<br />g. Licensee shall not remove or obscure any ESRI or its
<br />licensor(s) patent, copyright, trademark, or proprietary rights
<br />notices contained in or affixed to the Enterprise Software.
<br />h. Licensee shall not unbundle individual or component parts of
<br />the Software or Data for independent use.
<br />i. Hard -copy Documentation may not be copied.
<br />j. Licensee shall not use, transfer, redistribute, or Deploy
<br />Enterprise Software outside of the United States.
<br />ARTICLE 5 —TERM AND TERMINATION AND EXPIRATION
<br />5.1 Term. The term of the ELA shall be three (3) years from the
<br />Effective Date, unless this ELA is terminated earlier as provided
<br />herein. The term of all licenses and the authorized period of use
<br />for all Enterprise Software Deployed shall be concurrent with the
<br />term of this ELA. No indefinite or perpetual term license grants
<br />are provided with this ELA.
<br />5.2 Termination for Lack of Funds. Either party may terminate
<br />this ELA for Lack of Funds. Lack of Funds is the inability of
<br />Licensee to secure appropriation of funds through the legislative
<br />or governing body's approval process for annual payments due.
<br />5.3 Termination for a Material Breach. Either party may
<br />terminate this ELA for a material breach by the other party. The
<br />breaching party shall be given a period of ten (10) days from date
<br />of written notice to cure any material breach.
<br />5.4 No Use Upon Expiration or Termination. Upon expiration or
<br />termination of this ELA, all Enterprise Software Deployed shall
<br />terminate. Licensee shall cease access and use of Web Services
<br />and clear Web Services client -side data cache and uninstall,
<br />remove, and destroy all Deployed Software, Data, and
<br />Documentation and any whole or partial copies, modifications,
<br />media, or merged portions in any form and execute and deliver
<br />evidence of such actions to ESRI. ELA Maintenance, Virtual
<br />Campus access, and User Conference Registrations shall also
<br />terminate.
<br />ARTICLE 6— LIMITED WARRANTIES AND DISCLAIMERS
<br />6.1 Limited Warranties. Except as otherwise provided in this
<br />Article 6, ESRI warrants that (i) the unmodified Software will
<br />substantially conform to the published Documentation and (ii) the
<br />media upon which the Software, Data, and Documentation are
<br />provided will be free from defects in materials and workmanship
<br />under normal use and service for a period of ninety (90) days
<br />from the date of receipt.
<br />6.2 Data and Web Services Disclaimer. The Data and Web
<br />Services may contain some nonconformities, defects, errors, or
<br />omissions. THE DATA AND WEB SERVICES ARE PROVIDED
<br />"AS IS" WITHOUT WARRANTY OF ANY KIND. Without limiting
<br />the generality of the preceding sentence, ESRI and its licensor(s)
<br />do not warrant that the Data and Web Services will meet
<br />Licensee's needs or expectations, that the use of the Data and
<br />Web Services will be uninterrupted, or that all nonconformities
<br />can or will be corrected. ESRI and its licensor(s) are not inviting
<br />reliance on this Data or Web Services, and Licensee should
<br />always verify actual Data or Web Services.
<br />6.3 Special Disclaimer. SAMPLES AND HOT FIXES ARE
<br />DELIVERED "AS IS" WITHOUT WARRANTY OF ANY KIND.
<br />LICENSEE ASSUMES ALL RISK AS TO THE QUALITY AND
<br />PERFORMANCE OF THE SAMPLES AND HOT FIXES.
<br />6.4 Internet Disclaimer. THE PARTIES EXPRESSLY
<br />ACKNOWLEDGE AND AGREE THAT THE INTERNET IS A
<br />NETWORK OF PRIVATE AND PUBLIC NETWORKS, AND THAT
<br />(i) THE INTERNET IS NOT A SECURE INFRASTRUCTURE,
<br />(ii) THE PARTIES HAVE NO CONTROL OVER THE INTERNET,
<br />AND (iii) NONE OF THE PARTIES SHALL BE LIABLE FOR
<br />DAMAGES UNDER ANY THEORY OF LAW RELATED TO THE
<br />DISCONTINUANCE OF OPERATION OF ANY PORTION OF
<br />THE INTERNET OR POSSIBLE REGULATION OF THE
<br />INTERNET THAT MIGHT RESTRICT OR PROHIBIT THE
<br />OPERATION OF THE WEB SERVICE.
<br />6.5 General Disclaimer. EXCEPT FOR THE ABOVE EXPRESS
<br />LIMITED WARRANTIES, ESRI DISCLAIMS ALL OTHER
<br />WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED,
<br />INCLUDING, BUT NOT LIMITED TO, THE IMPLIED
<br />WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
<br />PARTICULAR PURPOSE, NONINTERFERENCE, SYSTEM
<br />INTEGRATION, AND NONINFRINGEMENT OF INTELLECTUAL
<br />PROPERTY RIGHTS. ESRI DOES NOT WARRANT AND
<br />DISCLAIMS THAT THE ENTERPRISE SOFTWARE WILL MEET
<br />LICENSEE'S NEEDS; THAT LICENSEE'S OPERATION OF THE
<br />SAME WILL BE UNINTERRUPTED, ERROR FREE, FAULT
<br />TOLERANT, FAIL -SAFE; OR THAT ALL NONCONFORMITIES
<br />CAN OR WILL BE CORRECTED. SOFTWARE, DATA, WEB
<br />SERVICES, AND DOCUMENTATION ARE NOT DESIGNED,
<br />MANUFACTURED, OR INTENDED FOR USE IN
<br />ENVIRONMENTS OR APPLICATIONS THAT MAY LEAD TO
<br />DEATH, PERSONAL INJURY, OR PHYSICAL PROPERTY/
<br />ENVIRONMENTAL DAMAGE. ANY SUCH USE SHALL BE AT
<br />LICENSEE'S OWN RISK AND COST.
<br />6.6 Exclusive Remedy. Licensee's exclusive remedy and ESRI's
<br />entire liability for breach of the limited warranties set forth in this
<br />Article 6 shall be limited, at ESRI's sole discretion, to
<br />(i) replacement of any defective media; (ii) repair, correction, or a
<br />workaround for the Software subject to the ESRI Support
<br />Services Policy; or (iii) return of the license fees paid by Licensee
<br />for the Software or Documentation that does not meet ESRI's
<br />limited warranty, provided that Licensee uninstalls, removes, and
<br />destroys all copies of the Software or Documentation and
<br />executes and delivers evidence of such actions to ESRI.
<br />ARTICLE 7— LIMITATION OF LIABILITY
<br />7.1 Disclaimer of Certain Types of Liability. ESRI AND ITS
<br />LICENSOR(S) SHALL NOT BE LIABLE TO LICENSEE FOR
<br />COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR
<br />SERVICES; LOST PROFITS; LOST SALES OR BUSINESS
<br />EXPENDITURES; INVESTMENTS; BUSINESS COMMITMENTS;
<br />LOSS OF ANY GOODWILL OR FOR ANY INDIRECT, SPECIAL,
<br />INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT
<br />OF OR RELATED TO THIS ELA OR USE OF THE ENTERPRISE
<br />SOFTWARE, HOWEVER CAUSED ON ANY THEORY OF
<br />LIABILITY, WHETHER OR NOT ESRI OR ITS LICENSOR(S)
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