IMPORTANT-READ CAREFULLY BEFORE OPENING THE SEALED MEDIA PACKAGE
THE SOFTWARE, RELATED MATERIALS, DATA SETS, AND/OR SAMPLE DATA ARE SUBJECT
TO ACCEPTANCE OF THE ESRI LICENSE AGREEMENT, WHICH SUPERSEDES ANY PREVIOUS
LICENSE AGREEMENT (S}, UNLESS IT IS SUPERSEDED BY A SIGNED LICENSE AGREEMENT
BETWEEN YOU AND ESRI. ESRI IS WILLING TO LICENSE THE ENCLOSED SOFTWARE, RELATED
MATERIALS, DATA SETS, AND/OR SAMPLE DATA TO YOU ONLY UPON THE CONDITION THAT YOU
ACCEPT ALL OF THE TERMS AND CONDITIONS CONTAINED IN THE ESRI LICENSE AGREEMENT.
IF YOU 00 NOT AGREE WITH THE TERMS AND CONDITIONS AS STATED, THEN ESRI IS
UNWILLING TO LICENSE 11fE SOFTWARE, RELA TED MATERIALS. DATA SETS, AND/OR SAMPLE
DATA TO YOU, IN WHICH EVENT YOU SHOULD RETURN THE UNOPENED, SEALED MEDIA
PACKAGE. THE DISCS, AND ALL ACCOMPANYING PRINTED MATERIALS TO ESRI, ITS
DISTRIBUTOR. OR ITS RESELLER FOR A FULL REFUND OF nm LICENSE FEES. ESRI WILL NOT
REFUND THE LICENSE FEES IF DIE SEALED MEDIA PACKAGE HAS BEEN OPENED.
ESRI License Agreement
This is a license agreement and not and not for sale. This license
agreement (Agreement) is between the end user (Licensee) and Environmental
Systems research institute, Inc. {ESRI}, and gives Licensee certain limited
rights to use the propriet8ly ESRI desktop Software and Software updates, Data
Sets, Sample Data, online and/or hard copy documentation and user guides,
including updates thereto, and Software keycode or hardware key, as applicable
(hereinafter Referred to as "Software, Data, and Related Materials"). All rights
not specifically granted in this Agreement are reserved to ESRI.
Reservation or Ownership and Grant. or License: ESRl and its d1ird
part) licensor(s) retain exclusive rights, title, and ownership of the copy of
the Software, Data, and Related Materials licensed under this Agreement and,
hereby, grant to Licensee a personal, nonexclusive, nontransferable license to
use the Software, Data, and Related Materials based 00 the terms and conditions
of this Agreement. From the date of receipt, Licensee agrees to use reasonable
effort to protect the Software, Data, and Related Materials from unauthorized
use, reproduction, distribution, or publication.
Copyright: The Software, Data, and Related Materials are owned by
ESRI and its licensor(s) and are protected by United I States copyright laws and
applicable international laws, treaties, and/or conventions.
Third Party Beneficiary: ESRI is authorized to redistribute and
license third party (hereinafter referred to as "Third Party Beneficiary")
software and data component(s) delivered with the Software, Data and Related
Materials provided under this Agreement. The Third Party Beneficiary shall
have the right to enforce this Agreements to the extent permitted by
applicable law.
Permitted Uses:
o Licensee may install and use one (1) copy of the Software, Data, and Related
Materials on a single computer (i.e., a single CPU). Licensee may install
and use additional copies of the Software, Data, and Related Materials on
multiple CPUs, provided the appropriate ADDITIONAL license fees are paid.
o Licensee may also store or install a copy of the Software, Data, and Related
Materials on a storage device, such as a network server, used only to
install or run the Software, Data, and Related Materials on Licensee's other
computer(s) and/or terminal(s) over an internal network; however, Licensee
must acquire and dedicate a license for each separate computer and/or
terminal on which the Software, Data, and Related Materla.1s are installed
or run from the storage device. Except as authorized herein, the Software,
Data, and Related Materials may not be shared or used concurrently; on
different computer terminals.
o Licensee may use the Software, Data, and Related Materials as a map/data
server engine in an Internet and/or Intranet distributed computing network
or environment
o Licensee may make routine computer backups of the Software, Data, and
Related Materials.
o Licensee may use, copy, alter, modify, merge, reproduce, and/or create
derivative works of the online documentation for Licensee's own internal
use. The portions of the online documentation merged with other software,
hard-copy, and/or I digital materials shall continue to be subject to the
terms and conditions of this Agreement and shall provide the following
copyright attribution notice acknowledging the proprietary rights of ESRI
and its licensor(s) in the online documentation: "Portions of this document
include intellectual property of ESRJ and its licensor(s) and are used
herein by permission. Copyright C 199 Environmental Systems Research I
nstitute, Inc., and its licensor(s). All Rights Reserved." [Insert actual
copYria1tt date(s) of source materials.]
o Licensee may use the Data Sets that are provided under license from ESRI and
its licensor(s) as described in the Distribution Rights section of the
online Data Help tiles.
o License Pak: If Licensee acquired this license in an ESRI License Pak,
Licensee may make the number of additional copies of the Software, Data, and
Related Materials authorized on the license card in the License Pak, and
Licensee may use each copy as described herein.
o Not [or Resale Software: If the Software is labeled "Not for Resale" or
"NFR, " then, notwithstanding other sections of this License Agreement,
Licensee's use of the Software, Data, and Related Materials is limited to
use for demonstration, test, or evaluation purposes, and Licensee may not
resell, or otherwise transfer for value, the Software.
Uses Not Permitted:
Licensee shall not copy, reproduce, display, remarket, resell, retransmit,
rebroadcast, and/or redistribute copies of the Software, Data Sets, or any
derived portion(s) of the Data Sets in any hard-copy and/or digital format(s),
and/or Related Materials beyond that described in the Permitted Uses section
above.
Licensee shall not sell; rent; lease; sublicense; lend; assign; time-share;
act as a service bureau that allows third party access to the Software, Data, or
Related Materials except as provided herein; or transfer, in whole or in part,
access to prior or present versions of the Software, Data, and Related
Materials, any updates, or Licensee's rights under this Agreement.
Licensee shall not reverse engineer, decompile, or disassemble the Software, or
make any attempt to unlock or bypass the Software keycode and/or hardware key
used, as applicable, except end only to the extent that such activity is
expressly permitted by applicable law notwithstanding this limitation.
o Licensee shall not remove or obscure any copyright, trademark, end/or
proprietary rights notices of ESRI end its licensor(s).
Licensee shall not alter or modify the ESRI Software or prepare any derivative
works from ESRI Software, EXCEPT that Licensee may use the macro or scripting
language as provided in the user documentation.
The Software, Data, and Related Materials are licensed as a single product.
Except as otherwise stated herein, die component parts may not be separated for
use on more then one (1) computer or in conjunction with any third party
software.
ArcView Business Analyst Software: Licensee may use, copy, reproduce,
display, remarket, resell, retransmit, rebroadcast, and/or redistribute maps
that are published in hard-copy end/or static, electronic digital image formats
(e.g., .gif, .jpeg) resulting from the use of the ArcView Business Analyst Data
Sets or any derived portion(s) of the ArcView Business Analyst Data Sets as part
of Licensee's value-added product and/or service (e.g., a client report),
provided that Licensee affixes a legend statement acknowledging ESRI and/or its
third party licensor(s) as the source of the portion(s) of the Data Sets that is
(are) displayed, printed, or plotted. Licensee may not remarket, resell,
retransmit, rebroadcast, and/or redistribute the actual Arc View Business
Analyst Data Sets or any derived portion(s) of the Arc View Business Analyst
Data Sets.
MapObjects Software: If MapObjects Software is delivered with this
Agreement, the following terms apply:
Licensee/Developer may use die version of the Software delivered to develop one
(1) executable application that may be deployed to an end user for use on one
(1) computer/terminal, provided the appropriate fees are paid m advance.
o Additional license fees are due in advance for each execl1table application
delivered to an end user and for each Internet deployment.
o Licensee/Developer agrees it shall not deploy or allow to be deployed the
MO20.LIC or WEBLINK.LIC file(s) or their updates..
o Licensee/Developer a~ it shall include (on all packages, media, and user
documentation) the GIS by ESRITN logo, which use is subject to ESRI
Trademark Guidelines, a license for which is hereby granted, as well as the
ESRJ copyright notice located on the source materials, including the
following additional notice: "Portions of this computer program are owned by
LizardTech, Inc., and are copyright 1995-1998, LizardTech, Inc., end/or the
University of California, U.S. Patent No. S, 7.l0,835. All Rights Reserved."
o Each written sublicense agreement provided with the Licensee/Developer
executable shall include the following terms:
(a) MapObjects components may not be separated from use of the base
executable application.
(b) The licensed user shall not reverse engineer by any method, except and
only to die extent such activity is expressly permitted by applicable law,
copy for commercial use, transfer, or assign its rights under die license
grant.
(c) ESRI or its suppliers may enforce their intellectual property rights
through injunctive relief as well as all other remedies available at law or
equity.
o Licensee/Developer may use the Software in its beta test program and for end
user evaluation without the payment of deployment fees.
Licensee/Developer agrees to indemnify, defend, and hold ESRI harmless from
any claim, damage, or liability, regardless of its nature and basis, that arises
from Licensee's actions, representations, or sublicense activity that is not in
accordance with the terms of this Agreement or that arises from the use or
licensing of Licensee's executable. This obligation shall not be applicable to
claims, damages, or liability that results solely from the use of unaltered
MapObjects components.
ESRI may audit Licensee's/Developer's records as they pertain to MapObjects
deployments for a term of five (5) years from the last deployment. In the event
all deployment fees have not been paid, Licensee/Developer agrees to pay all
fees in arrears as well as ESRl's or its designee s costs to perform the audit.
Terms: The license granted by this Agreement shall commence upon
Licensee's receipt of the Software, Data, and Related Materials and shall
continue until such time that (1) Licensee elects to discontinue use of the
Software, Data, and Related ! Materials and terminates this Agreement, or (2)
ESRl terminates for Licensee's material breach of this Agreement. Upon the
termination of this Agreement in either instance, Licensee shall return to ESRI
the Software, Data, Related Materials, and any whole or partial copies, codes,
modifications, and merged portions in any form. The parties hereby agree that
all provisions that operate to protect the rights of ESRI and its licensor(s)
shall remain in force should breach occur.
Limited Warranty and Disclaimer: ESRI warrants that the media upon which
the Software, Data, and Related Materials are provided with be free from defects
in materials and workmanship under normal use and service for a period of sixty
(60) days from the date of receipt.
EXCEPT FOR THE ABOVE EXPRESS LIMITED WARRANTY, THE SOFTWARE, DA T A, AND
RELA TED MATERIALS CONTAINED HEREIN ARE PROVIDED HAS IS, WITHOUT WARRANTY OF ANY
KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED
WARRANTIES OF MERCHANT ABILITY AND FITNESS FOR A PARTICULAR PURPOSE. ESRI DOES
NOT WARRANT THAT THE OPERATION OF THE SOFTWARE, DATA AND RELATED MATERIALS WILL
BE UNINTERRUPTED OR ERROR FREE.
Data Disclaimer: IF INCLUDED IN THE ESRI PACKAGE, THE DA T A HEREIN
HAS BEEN OBTAINED FROM SOURCES BELIEVED TO BE RELIABLE, BUT ITS ACCURACY AND
COMPLETENESS, AND THE OPINIONS BASED THEREON, ARE NOT GUARANTEED. EVERY EFFORT
HAS BEEN MADE TO PROVIDE ACCURATE DATA IN THIS PACKAGE. LICENSEE ACKNOWLEDGES
THA T THE DATA MAY CONTAIN SOME NONCONFORMITIES, DEFECTS, ERRORS, AND/OR
OMISSIONS. ESRI AND ITS THIRD PARTY LICENSOR (S) DO NOT WARRANT THAT THE DATA
WILL MEET LICENSEE'S NEEDS OR EXPECTATIONS, THAT THE USE OF THE DATA WILL BE
UNINTERRUPTED, OR THAT ALL NONCONFORMITIES CAN OR WILL BE CORRECTED. ESRI AND
ITS THIRD PAR1Y LICENSOR(S) ARE NOT INVITING RELIANCE ON THIS DATA. AND LICENSEE
SHOULD ALWAYS VERIFY ACTUAL DATA, WHETHER MAP, SPATIAL, TABULAR INFORMATION, AND
SO FORTH. THE DATA CONTAINED IN THIS PACKAGE ISSUBJECT TO CHANGE WITHOUT NOTICE.
Exclusive Remedy and Limitation of Liability: During the warranty
period, ESRl's entire liability and Licensee's exclusive remedy shall be the
return of the license fees paid for thee Software, Data, and Related Materials
in accordance with the ESRI Customer Assurance Program for the Software, Data,
and Related Materials that do not meet ESRl's limited warranty and that are
returned to ESRI or its resellers with a copy of Licensee's proof of payment.
IN NO EVENT SHALL ESRI OR ITS THIRD PARTY LICENSOR (S) BE LIABLE TO
LICENSEE FOR COSTS OF PROCUREMENT OF SUBS11TUTE GOODS OR SERVICES, LOST PROFITS,
LOST SALES OR BUSINESS EXPENDITURES, INVESTMENTS, COMMITMENTS IN CONNECTION WITH
ANY BUSINESS, LOSS OF ANY GOODWILL, OR ANY INDIRECT, SPECIAL. INCIDENTAL, OR
CONSEQUENTIAL DAMAGES ARISING OUT OF THIS AGREEMENT OR USE OF THE SOFTWARE. DATA
SETS, SAMPLE DATA, AND RELATED MATERIALS, HOWEVER CAUSED, ON ANY THEORY OF
LIABILITY, AND WHETHER OR NOT ESRI OR ITS THIRD PARTY LICENSOR (S) HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THESE LIMITATIONS SHALL APPL Y
NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
Waivers: No failure or delay by ESRI or its Licensor (s} in
enforcing any right or remedy under this Agreement shall be construed as a
waiver of any future or other exercise of such right or remedy by ESRI or its
licensor(s).
Order of Precedence: Any conflict and/or inconsistency between the terms of
this Agreement and any FAR, DFAR, purchase order, or other terms shall be
resolved in favor of the terms expressed in this Agreement, subject to the U.S.
Government's minimum rights unless agreed otherwise.
Export Regulations: Licensee acknowledges that this Agreement and
the performance thereof are subject to compliance with any and an applicable
United States laws, regulations, or orders relating to the export of computer
software or know how relating thereto. ESRI Software, Data, and Related
Materials have been determined to be Technical Data under United States export
laws. Licensee agrees to comply with all laws, regulations, and orders of the
United States in regard to any export of such Technical Data. Licensee agrees
not to disclose or reexport any Technical Data received under this Agreement In
or to any countries for which the United States Government requires an export
license or other supporting documentation at the time of export or transfer,
unless Licensee has obtained prior written authorization from ESR and the U.S.
Office of Export Control. The countries restricted at the time of this Agreement
are Cuba, Iran, Iraq, Libya, North Korea, Montenegro, Serbia, and Sudan. U.S.
Government Restricted/Limited Rights: If provided to the U.S. Government, any
software, documentation, and/or data delivered hereunder is subject to the terms
of this Agreement. In no event shall the U.S. Government acquire greater than
RESTRICTED/LIMITED RIGHTS. At a minimum, use, duplication, or disclosure by the
U.S. Government is subject to restrictions as set forth in FAR ss.S2.227-14
Alternates I, II, and III (JUN 1987); FARss.S2.227-19 (JUN 1987) and/or
FARss.12.21 1/12.212 (Commercial Technical Data/Computer Software); and
DFARSss.2S2.227-70lS (NOV 1995) (Technical Data) and/or DFARSss.227 .7202
(Computer Software), as applicable. Contractor/Manufacturer is Environmental
Systems Research Institute, Inc., 380 New York Street. Redlands, CA 92373-8100.
USA.
Governing Law: This Agreement is governed by the laws of the United States
of America and the State of California without reference to conflict of laws
principles.
Entire Agreement: The parties agree that this constitutes the sole
and entire agreement of the parties as to the matter set forth herein and
supersedes any previous agreements, understandings, and arrangements between the
parties relating hereto and is effective, valid, and binding upon the parties.
