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STATEWIDE EDUCATION
SITE LICENSE AGREEMENT
Agreement No. 2014MSL466
Esri, 380 New York St., Redlands, CA 92373-8100 USA· TEL 909-793-2853 ·FAX 909-793-5953
This Education Site License Agreement, including the documents listed below (collectively, "Agreement"), is between the
Institute printed below ("Institute") and Environmental Systems Research Institute, Inc. ("Esri"). This Agreement
entitles Institute to license certain Esri Products and to obtain maintenance to be used only for academic purposes. This
Agreement is effective as of the last signature date written below.
This Education Site License Agreement is only available to K-12 Schools (public and private), school districts, and the
Institute in the State of Wyoming.
This Agreement comprises the following documents, which are incorporated herein by reference:
1.
2.
This signature page
Education Site License Terms and Conditions, including
•
•
•
3.
Appendix A, Educational Programs
Appendix B, Institute Contact Information
Appendix C, K-12 School Acknowledgment Statement
License Agreement
•
•
General License Terms and Conditions, E204M
Exhibit 1, Scope ofUse, E300M
The General Provisions and Limitations of Liability of the License Agreement shall apply to the entire Agreement. If there is
a conflict among any of the other terms and conditions in the various documents, the order of descending precedence shall be
as follows : (1) Education Site License Agreement, E145; (2) Exhibit 1, Scope ofUse, E300M; and (3) General License
Terms and Conditions, E204M.
This Agreement may be executed in duplicate by the Parties. An executed Agreement, modification, amendment, or separate
signature page shall constitute a duplicate if it is transmitted through electronic means, such as fax or e-mail, and reflects the
signing of the document by any Party. Duplicates are valid and binding even if an original paper document bearing each
Party's original signature is not delivered. This Agreement may also be executed in counterparts, all of which, taken together,
shall be deemed one (1) original document.
The Parties acknowledge that they have read and understand this Agreement and agree to be bound by the terms and
conditions contained herein.
This Agreement constitutes the sole and entire agreement of the Parties as to the subject matter set forth herein and
supersedes any previous agreements, proposals, presentations, understandings, and arrangements between the Parties relating
to such subject matter. Any modifications or amendments to this Agreement must be in writing and signed by an authorized
representative of each Party.
ACCEPTED AND AGREED:
(Institute)
By: __~~~~~~-h~-+~~-------Printed Name: -----,t"'lli'D'IICMnl::JUcnu-----
CHRIS JOHNSON
Title:----,----,--------------
Title: ------,MAN,=.=-=A!-=G=E=R,=DO=MES~~n~c~co~N'l'RA~:w:u.CI'S~'--
Date: _ _
Date:
/.:;/
. .:.---=7_,_~_/i...__ ________
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EDUCATION SITE LICENSE
TERMS AND CONDITIONS
ARTICLE 1-DEFINITIONS
Definitions. All definitions in other parts of the Agreement shall have the same meaning as in these Education Site License
Terms and Conditions. In addition, the following definitions apply to this Agreement:
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•
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•
•
•
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•
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"Administrative Use" means use of the Educational Programs for activities, such as asset mapping, facilities
management, demographic analysis, routing, campus safety, and accessibility analysis, that are not directly related to
instruction, education, or academic research.
"Annual Fee" means the yearly nonrefundable fee that Institute must pay Esri for the Site License for the right to use
the Educational Programs that are included in the Site License and to receive upgrades and technical support.
"Annual User License" means a license to use Educational Programs for a one (1)-year period in consideration of
the Annual Fee.
"Authorization Code(s)" has the meaning set forth in the General License Term and Conditions (E204M).
"Authorized Users" means K-12 Schools, school districts, registered students, teaching staff, and staff members of
Licensee.
"Concurrent Use License" has the meaning set forth in the Scope of Use (E300M).
"Deploy" means to redistribute or provide access to the Educational Programs by Institute for use by Authorized
Users on Licensee's computers or student computers as expressly authorized under this Agreement. Other forms of
the word "Deploy," such as "Deployed" or "Deployment," may also be used to describe this process.
"Educational Programs" means any and all copies of the Products listed in Appendix A.
"GIS Specialist" means the teaching staff/staff member oflnstitute (or his/her designee) listed in Appendix B who is
technically oriented, familiar with GIS technology, and authorized to contact Esri's technical support directly to
support Authorized Users.
"K- 12" means the grade school levels between kindergarten and twelfth grade. Higher educational institutions are
excluded from this definition.
"Licensee" means Institute, K -12 Schools and school districts.
"Primary Contact" means the staff member designated by Licensee to be the central point of contact between
Licensee and Esri and whose duties include, but are not limited to, management, ordering, and redistribution of
Educational Programs to Authorized Users; obtaining authorization numbers; identifying GIS Specialists; managing
Virtual Campus course access codes; appointing additional staff to issue Virtual Campus course access codes; and
assisting Authorized Users as required.
"Product(s)" has the meaning set forth in the General License Terms and Conditions (E204M).
"Rolled-In Products" means the Products current on paid maintenance that Licensee acquired for use prior to
entering into this Agreement and are included in the Site License.
"School" or "Schools" means the public and private K-12 schools in the State ofWyoming whose administrators
have agreed to accept the License Agreement for use of the Educational Programs.
"Site" means the Licensee locations approved to participate in this Agreement.
"Site License" means a grant of rights and restrictions for use of certain Products during the term of the Agreement
at specific locations.
"Term" or "Term License" has the meaning set forth in the General License Terms and Conditions (E204M).
ARTICLE 2-GRANT OF LICENSE
Licensee's use of the Educational Programs is subject to the License Agreement and any additional terms set forth in this
Education Site License Terms and Conditions. Institute shall remain primarily responsible to Esri for compliance with the
terms and conditions of this Agreement by Authorized Users. Use of the Educational Programs for commercial or profitgenerating activities or private gain is an express violation of the Agreement, entitling Esri to all remedies available in equity
or !lt law as. w.ell as payment in'full for commercial license fees.
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ARTICLE 3-SCOPE OF USE
3.1 Additional Uses Permitted. The following additional Permitted Uses are hereby granted:
a.
b.
c.
d.
e.
f.
g.
h.
Institute may copy and Deploy the Educational Programs up to the quantity of licenses granted in Table A-1 of
Appendix A, solely for teaching and research.
Institute may copy and Deploy the Educational Program up to the quantity oflicenses granted in Table A-2 of
Appendix A solely for teaching.
Institute shall inform each Licensee prior to Deployment of any Program listed in Table A-1 that the Program may
only be used for teaching and research and not for any administrative or profit-generating activities.
Institute shall inform each Licensee prior to Deployment of any Program listed in Table A-2, that the Program may
be used solely for teaching and not for any research, administrative or profit-generating activities.
Licensee may Deploy Educational Programs in virtualized computing environments.
Institute may permit teaching and research staff of Licensees, coterminous with this Agreement and with each
individual's tenure at the Site, to install and use the Programs on the individual's personal computer only for
academic-related purposes (as described in Section 3.1 (a) and (b) above) in accordance with Section 3.2 below.
Institute may permit registered students of Licensees, to access and use a version lO.x Concurrent Use license of the
Desktop Educational Programs identified in Appendix A ("Concurrent Use License") on the students' personal
computers while the students are connected to Licensee's secure network. In addition, Licensee may permit
registered students to borrow a Concurrent Use License for use on a personal computer while disconnected from
Licensee's secure network.
Prior to Deployment to any Licensee the Institute does not have the authority to bind, Institute shall provide each
such Licensee with a copy of the License Agreement and the K-12 School Acknowledgment Statement (Appendix
C) and require that such Licensee return a signed Acknowledgment Statement to Institute. Institute agrees to provide
Esri with a copy of the signed Acknowledgment Statement upon request.
3.2 Uses Not Permitted. In addition to the restrictions set forth in the License Agreement, the following Uses Not Permitted
apply to the Educational Programs:
a.
b.
c.
d.
e.
f.
Institute shall not allow Authorized Users to use the Educational Programs listed in Table A-1 of Appendix A for
any nonacademic, administrative, or commercial or profit-generating activities.
Institute shall not allow Authorized Users to use the Educational Programs listed in Table A-2 of Appendix A for
any nonacademic, administrative, research or commercial or profit-generating activities.
Licensee shall not Deploy the Educational Programs to any of its other affiliated or sponsored locations, unless
expressly included in this Agreement.
Except for use in research or educational fieldwork where required by Licensee, or as permitted in Sections 3.1 (f)
and 3.1 (g), Licensee shall not allow Authorized Users, or any other person or entity, affiliated or unaffiliated with
Licensee, to remove digital copies of the Educational Programs from the Site.
Licensee shall not redistribute Software activation number(s) or registration number/license authorization file(s) to
students.
Licensee shall not use, transfer, redistribute, Deploy, or permit use of Educational Programs by Authorized Users
outside the United States without the prior written permission ofEsri.
3.3 Loss or Theft of Educational Programs. Institute agrees to use its best efforts to protect all Educational Programs from
loss and theft. Institute agrees to report all losses in writing to Esri within five (5) working days after discovering that any
components are missing. Institute agrees to replace all lost or stolen items at the then-current rates. Recurring loss or theft of
Educational Programs shall constitute a breach of this Agreement, and Esri may, at its discretion, terminate this Agreement
and exclude Institute from further participation in the Education Site License program.
3.4 Existing Esri Software License Agreements. This Agreement supersedes any current Esri Software License
Agreements signed between Institute and Esri, or a Licensee and Esri for Rolled-In Products. All Rolled-In Products are
hereby incorporated into this Agreement, and the maintenance fee for such Rolled-In Products is included in the Annual Fee.
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ARTICLE 4-MAINTENANCE
4.1 Technical Support Services. Technical support services are included and will be provided in accordance with the thencurrent Esri technical support policy as modified in this Article 4.1 , provided Institute remains current on its payment of the
Annual Fee. Institute's GIS Specialist(s) will be the only individual(s) authorized to contact Esri for technical support.
4.2 Upgrades. During the general commercial release of the Software, Esri, at its sole discretion, will deliver to Institute
one (1) upgrade package for each of the Educational Programs included in the Site License or make updates available for
downloading from Esri's website, provided the Annual Fee has been paid and the Agreement is current.
ARTICLE 5--PURCHASE ORDERS AND DELIVERY
5.1 Purchase Orders. The Annual Fee(s) shall be payable annually to Esri for the Site License. Institute may issue purchase
orders at any time during the term of this Agreement for additional Educational Programs that are available under this
Agreement at the then-current fee for such additional Educational Programs. Esri will invoice against each purchase order
upon shipment or issuance of Authorization Codes as appropriate.
5.2 Initial Deliverables. Esri shall provide to Institute each of the Products listed in Appendix A either by download from
Esri's Customer Care portal or on physical media shipped to Institute's shipping address listed in Appendix B-FOB origin.
Institute may reduce the list of initial deliverables. However, there shall be no credit or refund given.
5.3 Authorization Codes. Esri shall provide Authorization Codes that enable the Educational Programs to operate.
Authorization Codes will expire with Institute's contract Term. Provided Institute remains current on its payment of the
Annual Fee, licenses will be extended to expire with the new Term.
5.4 Changes by Supplement. Appendix A Educational Programs and scope of use may be modified, and new Educational
Programs and services may be added or prices reduced by notice provided by Esri to the Primary Contact. Institute
acknowledgment is not required to activate the modifications. Esri reserves the right to modify or remove Educational
Programs included in the Site License(s) in Appendix A upon reasonable written notice to the Primary Contact should Esri
commitments to third parties regarding licensed third-party technology included in Esri products require a unit-based royalty
fee or prohibit Deployment or restrict redistribution rights in site licenses to Esri licensees.
5.5 Esri International User Conference. Institute shall receive registrations to the Esri International User Conference and
the Esri Education GIS Conference in the quantities offered for the Site License. Third parties may not represent Institute at
any Esri International User Conferences or Esri Education GIS Conferences.
ARTICLE 6-TERM AND TERMINATION
6.1 Term. This Agreement is an annual Term License. This annual term license will automatically renew for subsequent one
( 1) year terms through July 31 , 2017, unless this Agreement is terminated earlier pursuant to the terms set forth in Section 6.2
below.
6.2 Termination. Institute may terminate this Agreement at any time upon written notice to Esri. In the event this Agreement
is terminated by Institute for convenience, Institute shall not be entitled to a refund of all or partial amount of the Annual
Fee(s) paid. Either party may terminate this Agreement for a material breach by the other party. The breaching party shall be
given a period often (10) days from the date of written notice to cure any material breach. Upon termination of this
Agreement by Esri for a material breach (including Institute's failure to pay the Annual Fee), or by Institute for convenience,
all licenses Deployed shall also terminate. Licensee shall (i) cease access and use of Online Services and clear Online
Services client-side data cache and (ii) uninstall, remove, and destroy all whole or partial copies in any form including
modified copies of the Deployed Educational Programs (except upon prior written approval by Esri, such approval not to be
unreasonably withheld, Licensee may retain a copy for archive purposes only). Licensee shall represent in writing to Esri that
all copies have been destroyed. Licensee may continue to use Rolled-In Products following termination of this Agreement
subject to compliance with the License Agreement, with the exception of termination for Licensee's material breach.
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6.3 Termination of a Particular Licensee. Institute may elect to terminate for convenience the license rights of a particular
Licensee. Institute or Esri may also elect to terminate the license rights of a Licensee for material breach without terminating
this Agreement with Institute or other Licensees. The breaching Licensee shall be given a period often (10) days from date of
written notice to cure any material breach. Upon the termination of the Licensee, any licenses or Deployments provided to
Licensee shall also terminate. Institute shall reasonably cooperate with Esri in termination of a Licensee in material breach of
this Agreement, including enforcement of the Agreement with respect to such Licensee. There shall be no reduction in the
Annual Fee if a Licensee's rights are terminated.
ARTICLE 7-INSTITUTE'S RESPONSmiLITIES
In consideration of the grant of the discount on standard license and technical support fees, Institute agrees to do the
following:
a.
b.
c.
d.
e.
f.
g.
Appoint a Primary Contact.
Appoint the number of GIS Specialists listed in Appendix A for the Site License.
Where appropriate, encourage the use of GIS to all departments within the Site.
Make best efforts to maintain a high level of expertise in the use of Products among students and staff members by
offering courses, encouraging attendance at the annual Esri Education GIS Conference and the Esri International
User Conference, and making use of educational Virtual Campus courses offered by Esri, as appropriate.
Inform Authorized Users that the Educational Programs may not be used outside the United States without the prior
written permission of Esri.
Inform Authorized Users that their use of the Educational Programs is subject to the above restrictions and the terms
and conditions of the License Agreement.
Implement reasonable processes to ensure that students remove Products from their personal computers after use.
ARTICLE 8-LEGAL NOTICES
Except as provided in Section 5.4, any notice, report, demand, or other communication shall be properly given when made in
writing in English and sent by courier, registered or certified airmail, or by facsimile or other electronic transmission and
confirmed by courier or by registered or certified airmail, properly addressed to the appropriate party at the address set forth
above, until changed by notice in writing by either party hereto to the other party. If sent by courier or airmail, notice shall be
effective seven (7) days from the date of deposit with the courier service or post office. If sent by electronic transmission,
notice shall be effective upon receipt, provided confirmation is given as specified herein. Notices shall be given at the
following addresses:
To: Esri
380 New York Street
Redlands, CA 92373-8100
Attn.: Manager, Contracts and Legal Services
To: Institute (See Appendix B)
ARTICLE 9-SOVEREIGN IMMUNITY/GOVERNMENTAL CLAIMS
The University does not waive its sovereign immunity or its governmental immunity by entering into this Agreement and
fully retains all immunities and defenses provided by law with regard to any action based on this Agreement. Any actions or
claims against the University under this Agreement must be in accordance with and are controlled by the Wyoming
Governmental Claims Act, W.S. 1-39-101 et seq. (1977) as amended.
ARTICLE 10-INTERPRETATION
The Parties hereto agree that (i) the laws of Wyoming shall govern this Agreement; (ii) any questions arising hereunder shall
be construed according to such laws; and (iii) this Agreement has been negotiated and executed in the State of Wyoming and
is enforceable in the courts of Wyoming.
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ARTICLE 11-EQUAL EMPLOYMENT OPPORTUNITY
Both parties shall fully adhere to all applicable local, state and federal law, including equal employment opportunity and
including but not limited to compliance with Title VI of the Civil Rights Act of 1964, Title IX of the Education Amendments
of 1972, Section 504 of the Rehabilitation Act of 1973, the Age Discrimination Act of 1975 and the Americans with
Disabilities Act of 1990. The University' s policy has been, and will continue to be, one of nondiscrimination, offering equal
opportunity to all employees and applicants for employment on the basis of their demonstrated ability and competence
without regard to such matters as race, gender, color, religion, national origin, disability, age, veteran status, sexual
orientation, genetic information, political belief, or other status protected by state and federal statutes or University
Regulations.
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APPENDIX A
EDUCATIONAL PROGRAMS
Table A-1
Teaching and Research Use Only
Licensee may copy and Deploy Programs listed in Table A-1 for teaching and research only. No Administrative Uses are
permitted.
Programs
Total Quantity/Seats
ArcGIS for Desktop
ArcGIS for Desktop Advanced (Single and Concurrent Use)
ArcGIS for Desktop Standard (Single and Concurrent Use)
ArcGIS for Desktop Basic (Single and Concurrent Use)
ArcGIS 3D Analyst for Desktop (Single and Concurrent Use)
ArcGIS Data Interoperability for Desktop
ArcGIS Data Reviewer for Desktop (Single and Concurrent Use)
ArcGIS Geostatistical Analyst for Desktop (Single and Concurrent Use)
ArcGIS Network Analyst for Desktop (Single and Concurrent Use)
ArcGIS Spatial Analyst for Desktop (Single and Concurrent Use)
ArcGIS Tracking Analyst for Desktop (Single and Concurrent Use)
ArcGIS Workflow Manager for Desktop (Single and Concurrent Use)
ArcGIS Publisher (Single and Concurrent Use)
ArcGIS Schematics for Desktop (Single and Concurrent Use)
ArcGIS for Server
ArcGIS for Server Enterprise Advanced (includes the following extensions: ArcGIS
Schematics for Server, ArcGIS 3D Analyst for Server, ArcGIS Spatial Analyst for
Server, ArcGIS Geostatistical Analyst for Server, ArcGIS Network Analyst for
Server, ArcGIS Data Interoperability for Server)
ArcGIS for Server Workgroup Advanced (includes the following extensions: ArcGIS
Schematics for Server, ArcGIS 3D Analyst for Server, ArcGIS Spatial Analyst for
Server, ArcGIS Geostatistical Analyst for Server, ArcGIS Network Analyst for
Server, ArcGIS Data lnteroperability for Server)
ArcGIS Data Reviewer for Server
ArcGIS Workflow Manager for Server
ArcGIS Image Extension for Server
Mobile GIS
ArcGIS for Windows Mobile
ArcGIS for Smartphones and Tablets
ArcPad
Developer GIS
Esri Developer Network (EDN) (available by request only)
ArcGIS Web Mapping
ArcGIS Viewer for Flex
ArcGIS Viewer for Silverlight
Online GIS
ArcGIS Online subscription with Esri Maps for Office
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Unlimited
Unlimited
Unlimited
Unlimited
Unlimited
Unlimited
Unlimited
Unlimited
Unlimited
Unlimited
Unlimited
Unlimited
Unlimited
Unlimited
Unlimited
Unlimited
Unlimited
Unlimited
Unlimited
Unlimited
Unlimited
Unlimited
Unlimited
Unlimited
Unlimited
Quantity varies by
Education Plan Level
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Specialized GIS
ArcGIS for Maritime: Bathymetry
ArcGIS for Maritime: Charting
Esri Aeronautical Solution
Esri Defense Mapping
Esri Production Mapping
Esri CityEngine Advanced
Esri Tracking Server (Software available by request only. Implementation Services
are not included.)
Esri Data Products
Census 2010
Esri Consumer Spending
Esri Tapestry Segmentation
Esri Updated Demographics
Additional Benefits
GIS Specialists
Passes to the Esri International User Conference and Esri Education GIS Conference
Unlimited
Unlimited
Unlimited
Unlimited
Unlimited
Unlimited
Unlimited
Unlimited
Unlimited
Unlimited
Unlimited
10
10
Table A-2
Teaching Use Only (Programs in the Table below are by request only)
Licensee may copy and Deploy Programs listed in Table A-2 up to the total quantity oflicenses indicated below for teaching
and student learning purposes only. No research or Administrative Uses are permitted.
Programs
Esri Business Analyst (Desktop Premium, Server, Online Standard Plus & BAO API
Basic)*
Community Analyst Standard Plus
Total Quantity/Seats
Unlimited
Unlimited
*Data licensed with Esri Business Analyst Premium and Esri Business Analyst Server is restricted for use only in
conjunction with the respective Business Analyst extension.
The lists above are subject to change should Esri commitments to third parties regarding licensed third-party
technology included in Esri products prohibit or not provide redistribution rights in site licenses to Esri licensees.
I Annual Fee
$28,350.00 Waived*
*Esri agrees to waive the Annual Fee through July 31 , 2017. In exchange, Institute shall provide instruction to educators
and staff, and support curriculum development to help its K-12 Schools (public and private) and school districts use GIS
successfully. Institute shall provide Esri with a report in a mutually agreed upon format of the training and other services
provided in lieu of the Annual Fee.
The following is also included in the Annual Fee for the Site License:
An unlimited Esri Virtual Campus Annual User License (Virtual Campus AUL) on the condition that the contract is
current. The Virtual Campus AUL gives access to all asynchronous, self-study Virtual Campus courses. These are
primarily technology courses in Esri Software.
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To participate in the Virtual Campus AUL, the Primary Contact will need to fill out the Annual User License Activation
form located at http://training.esri.com/campus/license/activation/index.cfm.
Once this online form is received, the account will be verified. Upon verification, a "master code" will be sent to the
Primary Contact. That code will act as a password to Licensee's subscription page where the Primary Contact can
generate individual course access codes for Licensee's students. The Primary Contact may appoint up to
ten (1 0) teaching staff or other staff members to aid in issuing codes and agrees to notify Esri in writing whenever such
appointments are made.
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APPENDIXB
INSTITUTE CONTACT INFORMATION
Primary Contact
Name: Paddington Hodza
Department: Dept. of Geography
Telephone: 307-766-3709
Email: [email protected]
*Global Account User Name: phodza
Address: Agriculture C Building, Room 306
Department 4008
1000 E University Avenue
Laramie, WY 82071
Legal Notices to Institute:
Name: Office of General Counsel
Telephone: (307) 744-4019
Address:_Department 3434
1000 E. University Avenue
Laramie, Wyoming 82071-2000
Client's Contract Administrator
Name: Office of General Counsel
Telephone: (307) 744-4019
Address:_Department 3434
1000 E. University Avenue
Laramie, Wyoming 82071-2000
Ship Software To:
Name: Paddington Hodza
Telephone: 307-766-3709
Address: Agriculture C Building, Room 306
Department 4008
1000 E University Avenue
Laramie, WY 82071
Note: Please provide a proper shipping address other than
a PO box to ensure proper delivery.
*Please go to http://customers.esri.com to create a Global
Account User Name ifyou have not previously done so.
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(1) GIS Specialist: Paddington Hodza
WyGISC
Agriculture C Building, Room 306
Department 4008
1000 E University Avenue
Laramie, WY 82071
Telephone: 307-766-3709
Email: [email protected]
(3) GIS Specialist: Lee McCoy
Upton Middle School
POBox 784
Upton, WY 82730
Telephone: 307-746-6709
Email: [email protected]
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APPENDIX B (Cont.)
GIS SPECIALISTS
(2) GIS Specialist: Alan Buss
Elementary & Early Childhood
Wyoming Hall 418
1000 E University Avenue
Laramie, WY 82071
Telephone: 307-766-3972
Email: [email protected]
(4) GIS Specialist: Patti Kimble
BANR Academy Coach
Natrona County School District
Star Lane Center
1400 S. Fairdale, Casper ,WY 82601
Telephone: 307-253-3100
Email: patti [email protected]
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•
esrr
STATEWIDE EDUCATION
SITE LICENSE AGREEMENT
Agreement No. 2014MSL466
Esri, 380 New York St. , Redlands, CA 92373-8100 USA • TEL 909-793-2853 • FAX 909-793-5953
APPENDIXC
K-12 SCHOOL ACKNOWLEDGMENT STATEMENT
Environmental Systems Research Institute, Inc. (Esri), and University of Wyoming ("Institute") have entered into an
Education Site License Agreement ("Agreement"), identified as Agreement No. 2014MSL466, for licensing of certain Esri
Products. Institute has authorized K-12 Schools and school districts to access and use Educational Programs. K-12 School's
and schools districts use of the Educational Programs is subject to Esri's General License Terms and Conditions, E204M, and
Exhibit 1, Scope of Use, E300M (collectively "the License Agreement") and the below additional requirement.
Accordingly,
("K-12 School"), as a Licensee, represents it has received and
read the License Agreement, and understands and agrees to be bound by the terms of the License Agreement and the below
additional requirements for use of any Educational Programs provided by Institute to Licensee. Licensee agrees that Esri may
pursue remedies against Licensee for material breach of the License Agreement or the below additional requirement.
Additional Requirements:
1.
2.
3.
Licensee agrees to use Educational Programs solely for instructional and research purposes. No administrative uses
are allowed under this agreement.
Licensee shall not use Educational Programs for any commercial or profit-generating activities.
Teaching and research staff of Licensee, coterminous with the Agreement and with each individual's tenure at the K12 School, may install and use a copy of the Educational Programs on the individual's personal computer only for
academic-related purposes.
ACCEPTED AND AGREED:
(Licensee)
Signature: ___________________________________
Printed Name: -----------------------------T i t l e : - - - - - - - -- - - - - - - - -Dare: _____________________________
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esrr
2014MSL466
Esri, 380 New York St. , Redlands , CA 92373-8100 USA • TEL 909-793-2853 • FAX 909-793-5953
LICENSE AGREEMENT
(E204M 04/26/2013)
This License Agreement is between you ("Licensee") and Environmental Systems Research Institute, Inc. ("Esri"), a
California corporation with a place of business at 380 New York Street, Redlands, California 92373-8100 USA.
GENERAL LICENSE TERMS AND CONDITIONS
ARTICLE I-DEFINITIONS
Definitions. The terms used are defined as follows :
a.
"Authorization Code(s)" means any key, authorization number, enablement code, login credential, activation code,
token, account user name and password, or other mechanism required for use of a Product.
b. "Beta" means any alpha, beta, or prerelease Product.
c. "Commercial Application Service Provider Use" or "Commercial ASP Use" means generating revenue by providing
access to Software or Online Services through a Value-Added Application, for example, by charging a subscription
fee, service fee, or any other form of transaction fee or by generating more than incidental advertising revenue.
d. "Content" has the meaning provided in Addendum 3.
e. "Data" means any Esri or third-party digital dataset(s) including, but not limited to, geographic vector data, raster
data reports, or associated tabular attributes, whether bundled with Software and Online Services or delivered
independently.
f. "Deployment License" means a license that allows Licensee to sublicense select Software and associated
Authorization Codes to third parties.
g. "Documentation" means all user reference documentation that is delivered with the Software.
h. "Online Services" means any Internet-based geospatial system, including applications and associated APis, but
excluding Data or Content, hosted by Esri or its licensors, for storing, managing, publishing, and using maps, data,
and other information.
1.
"Ordering Document(s)" means a sales quotation, purchase order, or other document identifying the Products that
Licensee orders.
j. "Perpetual License" means a license to use a version of a Product for which applicable license fees have been paid,
indefinitely, unless terminated by Esri or Licensee as authorized under this Agreement.
k. "Product(s)" means Software, Data, Online Services, and Documentation licensed under the terms of this License
Agreement.
I. "Sample(s)" means sample code, sample applications, add-ons, or sample extensions of Products.
m. "Service Credit(s)" means a unit of exchange that is allocated with an Online Services subscription in an amount
specified in the Ordering Document. Each Service Credit entitles Licensee to consume a set amount of Online
Services, the amount varying depending on the Online Services being consumed. As Online Services are consumed,
Service Credits are automatically debited from Licensee's account, up to the maximum number of Service Credits
available. Additional Service Credits can be purchased as described in Addendum 3 (also available at
http://www.esri.com/legal).
n. "Software" means all or any portion ofEsri's proprietary software technology, excluding Data, accessed or
downloaded from an Esri-authorized website or delivered on any media in any format including backups, updates,
service packs, patches, hot fixes, or permitted merged copies.
o. "Term License" means a license or access provided for use of a Product for a limited time period ("Term") or on a
subscription or transaction basis.
p. "Value-Added Application" means an application developed by Licensee for use in conjunction with the authorized
use of any Software, Data, or Online Services.
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ARTICLE 2-INTELLECTUAL PROPERTY RIGHTS AND RESERVATION OF OWNERSHIP
Products are licensed, not sold. Esri and its licensors own Products and all copies, which are protected by United States and
applicable international laws, treaties, and conventions regarding intellectual property and proprietary rights including trade
secrets. Licensee agrees to use reasonable means to protect Products from unauthorized use, reproduction, distribution, or
publication. Esri and its third-party licensors reserve all rights not specifically granted in this License Agreement including
the right to change and improve Products.
ARTICLE 3-GRANT OF LICENSE
3.1 Grant of License. Esri grants to Licensee a personal , nonexclusive, nontransferable license solely to use the Products as
set forth in the applicable Ordering Documents (i) for which the applicable license fees have been paid; (ii) in accordance
with this License Agreement and the configuration ordered by Licensee or as authorized by Esri or its authorized distributor;
and (iii) for the applicable Term or, if no Term is applicable or identified, until terminated in accordance with Article 5. In
addition to the Scope of Use in Article 4, Exhibit !- Scope of Use (E300) applies to specific Products. Addendum 1,
Addendum 2, Addendum 3, and Addendum 4 collectively comprise Exhibit !-Scope of Use (E300) and are also available at
http://www.esri.com/legal/software-license. Addendums only apply to Products specifically identified within an Addendum .
Exhibit !- Scope of Use (E300) includes Addendums for the following Product types, which are incorporated by reference:
a.
b.
c.
d.
Software. Terms of use for specific Software products are set forth in Addendum 1.
Data. Data terms of use are set forth in Addendum 2.
Online Services. Terms of use for Online Services are set forth in Addendum 3.
Limited Use Programs. Terms of use for noncommercial , nonprofit, educational, or other limited-use programs are
set forth in Addendum 4.
3.2 Evaluation and Beta Licenses. Products acquired under an evaluation license or under a Beta program are intended for
evaluation and testing purposes only and not for commercial use. Any such use is at Licensee's own risk, and the Products do
not qualify for Esri or distributor maintenance.
ARTICLE 4-SCOPE OF USE
4.1 Permitted Uses
a.
For Products delivered to Licensee, Licensee may
1.
2.
3.
4.
5.
b.
c.
d.
Install and store Products on electronic storage device(s);
Make archival copies and routine computer backups;
Install and use a newer version of Software concurrently with the version to be replaced during a reasonable
transition period not to exceed six (6) months, provided that the deployment of either version does not exceed
Licensee's licensed quantity; thereafter, Licensee shall not use more Software in the aggregate than Licensee's
total licensed quantity;
Move the Software in the licensed configuration to a replacement computer; and
Distribute to third parties Software and any associated Authorization Codes required for use of a Deployment
License.
Commercial Application Service Provider Use. Licensee may use the Product for Commercial ASP Use provided that
Licensee (i) acquires a Commercial ASP Use license, or (ii) is a governmental or not-for-profit organization that operates
a website or offers an Internet service on a cost recovery basis and not for profit.
Licensee may customize Software using any (i) macro or scripting language, (ii) published application programming
interface (API), or (iii) source or object code libraries, but only to the extent that such customization is described in
Documentation.
Licensee may use, copy, or prepare derivative works of Documentation supplied in digital format and thereafter
reproduce, display, and distribute the customized documentation only for Licensee's own internal use. Portions of
Documentation supplied in digital format merged with other software and printed or digital documentation are subject to
this License Agreement. Licensee shall include the following copyright attribution notice acknowledging the proprietary
rights ofEsri and its licensors: "Portions of this document include intellectual property ofEsri and its licensors and are
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e.
f.
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. All fonts provided with a Product may be used with the authorized use of any Products. Esri fonts
may also be separately used to print any output created by Products. Additional use restrictions for third-party fonts
included with a Product are set forth in the font file itself.
Consultant or Contractor Access. Subject to Section 3.1 , Esri grants Licensee the right to permit Licensee's consultants
or contractors to use the Products exclusively for Licensee's benefit. Licensee shall be solely responsible for compliance
by consultants and contractors with this License Agreement and shall ensure that the consultant or contractor
discontinues Product use upon completion of work for Licensee. Access to or use of Products by consultants or
contractors not exclusively for Licensee's benefit is 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.
b.
c.
d.
e.
f.
g.
h.
1.
j.
k.
I.
Sell, rent, lease, sublicense, lend, time-share, assign, or use Products for Commercial ASP Use or service bureau
purposes;
Provide third parties with direct access to Products so that the third parties may use the Product directly, develop
their own GIS applications, or create their own solutions in conjunction with the Product;
Distribute Software, Data, or Online Services to third parties, in whole or in part, including, but not limited to,
extensions, components, or DLLs;
Distribute Authorization Codes to third parties;
Reverse engineer, decompile, or disassemble Products;
Make any attempt to circumvent the technological measure(s) that controls access to or use of Products;
Store, cache, use, upload, distribute, or sublicense Content or otherwise use Products in violation ofEsri's or a third
party's rights, including intellectual property rights, privacy rights, nondiscrimination laws, or any other applicable
law or government regulation;
Remove or obscure any Esri (or its licensors') patent, copyright, trademark, proprietary rights notices, and/or legends
contained in or affixed to any Product, Product output, metadata file, or online and/or hard-copy attribution page of
any Data or Documentation delivered hereunder;
Unbundle or independently use individual or component parts of Software, Online Services, or Data;
Incorporate any portion of the Product into a product or service that competes with any Product;
Publish or in any other way communicate the results of benchmark tests run on Beta without the prior written
permission of Esri and its licensors; or
Use, incorporate, modify, distribute, provide access to, or combine any computer code provided with any Product in
a manner that would subject such code or any part of the Product to open source license terms, which includes any
license terms that require computer code to be (i) disclosed in source code form to third parties, (ii) licensed to third
parties for the purpose of making derivative works, or (iii) redistributable to third parties at no charge.
ARTICLE 5-TERM AND TERMINATION
This License Agreement is effective upon acceptance. Licensee may terminate this License Agreement or any Product license
at any time upon written notice to Esri . Either party may terminate this License Agreement or any license for a material
breach that is not cured within ten (1 0) days of written notice to the breaching party, except that termination is immediate for
a material breach that is impossible to cure. Upon termination of the License Agreement, all licenses granted hereunder
terminate as well. Upon termination of a license or the License Agreement, Licensee will (i) stop accessing and using
affected Product(s); (ii) clear any client-side data cache derived from Online Services; and (iii) uninstall, remove, and destroy
all copies of affected Product(s) in Licensee's possession or control, including any modified or merged portions thereof, in
any form, and execute and deliver evidence of such actions to Esri or its authorized distributor.
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) media
on which Software is provided will be free from defects in materials and workmanship.
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6.2 Special Disclaimer. CONTENT, DATA, SAMPLES, HOT FIXES, PATCHES, UPDATES, ONLINE SERVICES
PROVIDED ON A NO-FEE BASIS, AND EVALUATION AND BETA SOFTWARE ARE DELIVERED "AS IS"
WITHOUT WARRANTY OF ANY KIND.
6.3 Internet Disclaimer. THE PARTIES EXPRESSLY ACKNOWLEDGE AND AGREE THAT THE INTERNET IS A
NETWORK OF PRIVATE AND PUBLIC NETWORKS AND THAT (i) THE INTERNET IS NOT A SECURE
INFRASTRUCTURE, (ii) THE PARTIES HAVE NO CONTROL OVER THE INTERNET, AND (iii) NONE OF THE
PARTIES SHALL BE LIABLE FOR DAMAGES UNDER ANY THEORY OF LAW RELATED TO THE
PERFORMANCE OR DISCONTINUANCE OF OPERATION OF ANY PORTION OF THE INTERNET OR POSSIBLE
REGULATION OF THE INTERNET THAT MIGHT RESTRICT OR PROHIBIT THE OPERATION OF ONLINE
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, SYSTEM INTEGRATION, AND NONINFRINGEMENT OF INTELLECTUAL PROPERTY
RIGHTS. ESRI DOES NOT WARRANT THAT PRODUCTS WILL MEET LICENSEE'S NEEDS; THAT LICENSEE'S
OPERATION OF THE SAME WILL BE UNINTERRUPTED, ERROR FREE, FAULT-TOLERANT, OR FAIL-SAFE; OR
THAT ALL NON CONFORMITIES CAN OR WILL BE CORRECTED. PRODUCTS ARE NOT DESIGNED,
MANUFACTURED, OR INTENDED FOR USE IN ENVIRONMENTS OR APPLICATIONS THAT MAY LEAD TO
DEATH, PERSONAL INJURY, OR PHYSICAL PROPERTY/ENVIRONMENTAL DAMAGE. LICENSEE SHOULD
NOT FOLLOW ANY ROUTE SUGGESTIONS THAT APPEAR TO BE HAZARDOUS, UNSAFE, OR ILLEGAL. ANY
SUCH USES SHALL BE AT LICENSEE'S OWN RISK AND COST.
6.5 Exclusive Remedy. Licensee's exclusive remedy and Esri's entire liability for breach of the limited warranties set forth in
this Article 6 shall be limited, at Esri's sole discretion, to (i) replacement of any defective media; (ii) repair, correction, or a
workaround for Software or Online Services subject to the Esri Maintenance Program or Licensee's authorized distributor's
maintenance program, as applicable; or (iii) return of the license fees paid by Licensee for Software or Online Services that
do not meet Esri's limited warranty, provided that Licensee uninstalls, removes, and destroys all copies of Software or
Documentation; ceases using Online Services; and executes and delivers evidence of such actions to Esri or its authorized
distributor.
ARTICLE 7-LIMITATION OF LIABILITY
7.1 Disclaimer of Certain Types of Liability. ESRI, ITS AUTHORIZED DISTRIBUTOR, AND ITS LICENSORS SHALL
NOT BE LIABLE TO LICENSEE FOR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOST
PROFITS, LOST SALES, OR BUSINESS EXPENDITURES; INVESTMENTS; BUSINESS COMMITMENTS; LOSS OF
ANY GOODWILL; OR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING
OUT OF OR RELATED TO THIS LICENSE AGREEMENT OR USE OF PRODUCTS, HOWEVER CAUSED ON ANY
THEORY OF LIABILITY, WHETHER OR NOT ESRI, ITS AUTHORIZED DISTRIBUTOR, OR ITS LICENSORS
HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THESE LIMITATIONS SHALL APPLY
NOTWITHSTANDING ANY FAlLURE 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 AND ITS AUTHORIZED DISTRIBUTOR HEREUNDER, FROM ALL
CAUSES OF ACTION OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, CONTRACT, TORT (INCLUDING
NEGLIGENCE), STRICT LIABILITY, BREACH OF WARRANTY, MISREPRESENTATION, OR OTHERWISE,
SHALL NOT EXCEED THE AMOUNTS PAID BY LICENSEE FOR THE PRODUCTS THAT GIVE RISE TO THE
CAUSE OF ACTION.
7.3 Applicability of Disclaimers and Limitations. Licensee agrees that the limitations of liability and disclaimers set forth
in this License Agreement will apply regardless of whether Licensee has accepted Products or any other product or service
delivered by Esri or its authorized distributor. The parties agree that Esri or its authorized distributor has set its fees and
entered into this License Agreement in reliance on the disclaimers and limitations set forth herein, that the same reflect an
allocation of risk between the parties, and that the same form an essential basis of the bargain between the parties. THESE
LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAlLURE OF ESSENTIAL PURPOSE OF ANY LIMITED
REMEDY.
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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 BYLAW.
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 Software or Online Services infringe a US patent, copyright, or trademark, provided
a.
b.
c.
d.
Licensee promptly notifies Esri in writing of the claim;
Licensee provides documents describing the allegations of infringement;
Esri has sole control of the defense of any action and negotiation related to the defense or settlement of any claim;
and
Licensee reasonably cooperates in the defense of the claim at Esri's request and expense.
8.2 If Software or Online Services are found to infringe a US patent, copyright, or trademark, Esri, at its own expense, may
either (i) obtain rights for Licensee to continue using the Software or Online Services or (ii) modify the allegedly infringing
elements of Software or Online Services while maintaining substantially similar functionality. If neither alternative is
commercially reasonable, the license shall terminate, and Licensee shall cease accessing infringing Online Services and shall
uninstall and return to Esri or its authorized distributor any infringing item(s). Esri's entire liability shall then be to indemnify
Licensee pursuant to Section 8.1 and (i) refund the Perpetual License fees paid by Licensee to Esri or its authorized
distributor for the infringing items, prorated on a five (5)-year, straight-line depreciation basis beginning from the initial date
of delivery, and (ii) for Term Licenses and maintenance, refund the unused portion of the fees paid.
8.3 Esri shall have no obligation to defend Licensee or to pay any resultant costs, damages, or attorneys' fees for any claims
or demands alleging direct or contributory infringement to the extent arising out of (i) the combination or integration of
Software or Online Services with a product, process, or system not supplied by Esri or 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 have been provided by Esri for avoiding infringement or use after
a return is ordered by Esri under Section 8.2.
8.4 THE FOREGOING STATES THE ENTIRE OBLIGATION OF ESRI AND ITS AUTHORIZED DISTRIBUTOR WITH
RESPECT TO INFRINGEMENT OR ALLEGATION OF INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS
OF ANY TlllRD PARTY.
ARTICLE 9-GENERAL PROVISIONS
9.1 Future Updates. Use of Products licensed under this License Agreement is covered by the terms and conditions
contained herein. New or updated Products may require additional or revised terms of use under the then-current Esri License
Agreement. Esri will make new or revised terms of use available at http ://www.esri.com/legallsoftware-license or provide
notice of new or revised terms to Licensee.
9.2 Export Control Regulations. Licensee expressly acknowledges and agrees that Licensee shall not export, reexport,
import, transfer, or release Products, in whole or in part, to (i) any US embargoed country; (ii) any person on the US Treasury
Department's 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.
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9.3 Taxes and Fees, Shipping Charges. License fees quoted to Licensee are exclusive of any and all taxes or fees,
including, but not limited to, sales tax, use tax, value-added tax (VAT), customs, duties, or tariffs, and shipping and handling
charges. Licensee warrants that it is exempt from applicable sales tax.
9.4 No Implied Waivers. The failure of either party to enforce any provision of this License Agreement shall not be deemed
a waiver of the provisions or of the right of such party thereafter to enforce that or any other provision.
9.5 Severability. The parties agree that if any provision of this License Agreement is held to be unenforceable for any reason,
such provision shall be reformed only to the extent necessary to make the intent of the language enforceable.
9.6 Successor and Assigns. Licensee shall not assign, sublicense, or transfer Licensee's rights or delegate Licensee's
obligations under this License Agreement without Esri's and its authorized distributor's prior written consent, and any attempt
to do so without consent shall be void. This License Agreement shall be binding on the respective successors and assigns of
the parties to this License Agreement. Notwithstanding, a government contractor under contract to the government to deliver
Products may assign this License Agreement and Products acquired for delivery to its government customer upon written
notice to Esri, provided the government customer assents to the terms of this License Agreement.
9.7 Survival of Terms. The provisions of Articles 2, 5, 6, 7, 8, and 9 of this License Agreement shall survive the expiration
or termination of this License Agreement.
9.8 Equitable Relief. Licensee agrees that any breach of this License Agreement by Licensee may cause irreparable damage
and that, in the event of such breach, in addition to any and all remedies at law, Esri or its authorized distributor shall have
the right to seek an injunction, specific performance, or other equitable relief in any court of competent jurisdiction without
the requirement of posting a bond or proving injury as a condition for relief.
9.9 US Government Licensee. The Products are commercial items, developed at private expense, provided to Licensee
under this License Agreement. If Licensee is a US government entity or US government contractor, Esri licenses Products to
Licensee in accordance with this License Agreement under FAR Subparts 12.211112.212 or DFARS Subpart 227.7202. Esri
Data and Online Services are licensed under the same DFARS Subpart 227.7202 policy as commercial computer software for
acquisitions made under DFARS . The commercial license rights in this License Agreement strictly govern Licensee's use,
reproduction, or disclosure of Products. Licensee may transfer Software to any licensed government procuring agency facility
to which computer(s) on which Software is installed are transferred. If any court, arbitrator, or board holds that Licensee has
greater rights to any portion of Products under applicable public procurement law, such rights shall extend only to the
portions affected .
9.10 Maintenance. Maintenance for qualifying Products consists of updates and other benefits, such as access to technical
support, specified in Esri's or its distributor's current applicable maintenance policy.
9.11 Feedback. Esri may freely use any feedback, suggestions, or requests for Product improvements that Licensee provides
to Esri.
9.12 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 a part of any claim
or preferred embodiment in a patent application or a similar application.
9.13 Entire Agreement. This License Agreement, including its incorporated documents, constitutes the sole ~nd entire
agreement of the parties as to the subject matter set forth herein and supersedes any previous license agreements,
understandings, and arrangements between the parties relating to such subject matter. Additional or conflicting terms set forth
in any purchase orders, invoices, or other standard form documents exchanged during the ordering process, other than
product descriptions, quantities, pricing, and delivery instructions, are void and of no effect. Any modification(s) or
amendment(s) to this License Agreement must be in writing and signed by each party.
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UNIVERSITY OF WYOMING STANDARD ADDENDA
SOVEREIGN IMMUNITYI GOVERNMENTAL CLAIMS
The University does not waive its sovereign immunity or its governmental immunity by entering into this
Agreement and fully retains all immunities and defenses provided by law with regard to any action based
on this Agreement. Any actions or claims against the University under this Agreement must be in
accordance with and are controlled by the Wyoming Governmental Claims Act, W.S. 1-39-101 et seq .
(1977) as amended.
INTERPRETATION
The Parties hereto agree that (i) the laws of Wyoming shall govern this Agreement; (ii) any questions
arising hereunder shall be construed according to such laws; and (iii) this Agreement has been negotiated
and executed in the State of Wyoming and is enforceable in the courts of Wyoming.
EQUAL EMPLOYMENT OPPORTUNITY
Both parties shall fully adhere to all applicable local, state and federal law, including equal employment
opportunity and including but not limited to compliance with Title VI of the Civil Rights Act of 1964,
Title IX of the Education Amendments of 1972, Section 504 of the Rehabilitation Act of 1973, the Age
Discrimination Act of 1975 and the Americans with Disabilities Act of 1990. The University' s policy has
been, and will continue to be, one of nondiscrimination, offering equal opportunity to all employees and
applicants for employment on the basis of their demonstrated ability and competence without regard to
such matters as race, gender, color, religion, national origin, disability, age, veteran status, sexual
orientation, genetic information, political belief, or other status protected by state and federal statutes or
University Regulations.
Vendors and subcontractors are notified that they may be subject to the provisions of 41 CFR Section 60300.5(a); 41 CFR Section 60-741.5(a); 41 CFR Section 60-1.4(a) and (c); 41 CFR Section 60-1.7(a); 48
CFR Section 52.222-54(e); and 29 CFR Part 471, Appendix A to Subpart A. As applicable, this
contractor and subcontractor shall abide by the requirements of 41 CRF 60-741.5(a). This
regulation prohibits discrimination against qualified individuals on the basis of disability, and
requires affirmative action by covered prime contractors and subcontractors to employ and
advance in employment qualified individuals with disabilities. As applicable, this contractor and
subcontractor shall abide by the requirements of 41 CFR 60-300.5(a). This regulation prohibits
discrimination against qualified protected veterans, and requires affirmative action by covered
prime contractors and subcontractors to employ and advance in employment qualified protected
veterans.
INCORPORATION OF ADDENDA INTO ORIGINAL CONTRACTUAL ARRANGEMENT
The signing of this Standard Addenda shall incorporate the Addenda into the original contractual
arrangement between the parties. It is further intended that in the event of any inconsistency between the
agreement and its other attachments and the Standard Addenda, that the terms of the Standard Addenda
be construed as final and binding.
Date
II.
ZtJjl+
OIIUSJOHNSON
MANAGBR, DOMESTIC WNTRACI'S
Name/Title
Name/Title
Updated January 28, 2014
•
esrr
Esri, 380 New York St. , Redlands, CA 92373-8100 USA • TEL 909-793-2853 • FAX 909-793-5953
EXHIBIT 1
SCOPE OF USE
(E300 02/2112014)
ADDENDUM I
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/softwarelicense (as applicable, the "License Agreement"), which is incorporated by reference. This Addendum 1 takes precedence
over conflicting General License Terms and Conditions of the License Agreement.
SECTION I-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.
2.
3.
4.
5.
6.
7.
8.
9.
E300M
"Concurrent Use License" means a license to install and use the Product on computer(s) on a network, but the
number of simultaneous users may not exceed the number of licenses acquired . A Concurrent Use License includes
the right to run passive fail over instances of Concurrent Use License management software in a separate operating
system environment for temporary failover support.
"Deployment Server License" means a full use license that authorizes Licensee to install and use the Software for all
uses permitted in the License Agreement and as described in the Documentation.
"Development Server License" means a license that authorizes Licensee to install and use the Software to build and
test Value-Added Applications as described in the Documentation .
"Esri Client Software" means ArcGIS Runtime apps, ArcGIS for Desktop, and ArcGIS API for Flex apps.
"Esri Content Package" means a digital file containing ArcGIS Online basemap content (e.g., raster map tiles,
images, vector data) extracted from the ArcGIS Online Basemap Services.
"Single Use License" means a license that allows Licensee to permit a single authorized end user to install and use
the Product on a single computer for use by that end user on the computer on which the Product 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 (I) 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.
"Staging Server License" means a license that authorizes Licensee to install and use the Software for the following
purposes: building and testing Value-Added Applications and map caches; conducting user acceptance testing,
performance testing, and load testing of other third-party software; staging new commercial data updates; and
training activities as described in the Documentation. Value-Added Applications and map caches can be used with
Development and Deployment Servers.
"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.
"Perpetual License" means a license to use a version of the Product, for which applicable license fees have been
paid, indefinitely, unless terminated by Esri or Licensee as authorized under this Agreement.
Page I of 16
02/2 1/20 14
SECTION 2-TERMS OF USE FOR SPECIFIC SOFTWARE
The following table is a list ofEsri Products that have specific Terms of Use in addition to the general Terms of Use as set
forth in the General License Terms and Conditions of the License Agreement. Additional Terms ofUse are listed
immediately below this table and are referenced by number(s), shown in parentheses, immediately following each Product
name in the following table (in some cases, the Additional Terms of Use referenced may be found in a separate Addendum,
as noted):
Desktop Products
• Address Coder (22; Addendum 2, Note 7)
• ArcExplorer- Java and Windows Editions (20;
Addendum 2, Note I)
• ArcGIS for Desktop (Advanced, Standard, or Basic)
(26; Addendum 2, Note 1; Addendum 2, Note 6)
• ArcGIS Explorer Desktop (20; Addendum 2, Note 1)
• ArcGIS for AutoCAD (20)
• ArcPad (12; 13 ; Addendum 2, Note I; Addendum 2,
Note 2)
• ArcReader (20; Addendum 2, Note I)
• Esri Business Analyst (Addendum 2, Note 1;
Addendum 2, Note 4)
• Esri Maps for IBM Cognos, MicroStrategy, Microsoft
Dynamics CRM, Office, SharePoint, Salesforce, or
SAP BusinessObjects (2; Addendum 2, Note 1)
• Esri Navigator (formerly ArcLogistics Navigator)
(Addendum 2, Note 2)
• Sourcebook• America (Addendum 2, Note 8)
• ArcGIS for Windows Mobile (15 ; 54; Addendum 2,
Note 1)
• ArcGIS for iOS; ArcGIS for Windows Phone; ArcGIS
for Android (Addendum 2, Note I)
Server Products
ArcGIS for Server
- Workgroup (28; 29; 30; 32; 38; 39; Addendum 2,
Note 1; Addendum 2, Note 6)
- Enterprise (31 ; 38; 39; Addendum 2, Note I;
Addendum 2, Note 6)
- with Virtual Cloud Infrastructure (1 0;
Addendum 3--Common Terms)
ArcGIS for Server Extension
- ArcGIS for INSPIRE (Addendum 2, Note 1)
•
•
•
Esri Business Analyst for Server
- Workgroup (28 ; 29; 30; 31 ; 39; Addendum 2,
Note 1; Addendum 2, Note 4)
- Enterprise (3 I; 39; Addendum 2, Note 1;
Addendum 2, Note 4)
Portal for ArcGIS (31; Addendum 2, Note 1)
Esri Tracking Server (31)
Developer Tools
ArcGIS Runtime SDK for Android, iOS, Java, Mac
OS X, Microsoft .NET Framework (Windows
[desktop] , Windows Phone, Windows Store), Qt, or
WPF (16; 19; Addendum 2, Note I)
ArcGIS Runtime Standard Level for Android, iOS,
Java, Mac OS X, Microsoft .NET Framework
(Windows [desktop], Windows Phone, Windows
Store), Qt, or WPF (15; I 8; Addendum 2, Note l)
ArcGIS Engine Developer Kit and Extensions (16, 19;
22, 26)
ArcGIS Engine for Windows/Linux and Extensions
(15 ; 22; 26; Addendum 2, Note 1; Addendum 2,
Note 6)
ArcGIS Web Mapping (including ArcGIS API for
JavaScript!HTMLS, ArcGIS API for Flex, ArcGIS
API for Microsoft Silverlight) (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 and Data
(24; 26; Addendum 2, Note 6)
Esri File Geodatabase API (47)
Bundled Products
• ArcGIS for Transportation Analytics (1 ; Addendum 2,
Note 1; Addendum 2, Note 2; Addendum 2, Note II )
Notes:
If you do not license any of the Products in the table above, these Additional Terms ofUse do not apply to you .
Additional Terms of Use for Products ONLY APPLY to the Products that reference them by number in the table above.
Unless otherwise noted in the applicable Ordering Document, extensions to Software follow the same scope of use as
that granted for the corresponding Software.
Additional Terms of Use for Products listed above :
I. Licensee may use the Software, Data, and Online Services included in ArcGIS for Transportation Analytics solely
for direct support of fleet operations. No other use of ArcGIS for Transportation Analytics or the individual
components that are part of ArcGJS for Transportation Analytics is permitted. This restriction does not apply to the
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2.
3- 9.
I 0.
II.
12.
13.
14.
15.
16.
17.
18.
19.
20.
ArcGIS Online for Organizations account included with ArcGIS for Transportation Analytics. The ArcGIS Online
for Organizations account can be used for any purpose subject to the terms of this License Agreement.
Information created with Esri Maps products is for use only by Licensee's Named Users of ArcGIS Online or Portal
for ArcGIS.
Reserved.
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 ArcGIS for Server with Virtual Cloud Infrastructure services that may
reasonably be attributed to Licensee's content or any end-user materials that Licensee controls.
Reserved.
Software is licensed for navigational use only when used in conjunction with ArcLogistics.
"Dual Use License" means the Software may be installed on a desktop computer and used simultaneously with
either a personal digital assistant (PDA) or handheld mobile computer as long as the Software is only used by a
single individual at any one (I) time.
Reserved .
Licensed as a Deployment License, subject to Article 3, Section 3.1 of the General License Terms and Conditions.
Licensee may use the SDKs or APis to create Value-Added Applications and distribute and license those ValueAdded Applications to its end users to use the Value-Added Applications anywhere not prohibited under export
regulation subject to Article 3, Section 3.1 of the General License Terms and Conditions.
Reserved.
The Deployment License is per Value-Added Application per computer.
License may not be used to develop Internet or server-based Value-Added Applications.
Licensee may reproduce and distribute the Software provided all the following occur:
a.
b.
c.
d.
The Software is reproduced and distributed in its entirety;
A license agreement accompanies each copy of the Software that protects the Software to the same extent
as this License Agreement, and the recipient agrees to be bound by the terms and conditions of the license
agreement;
All copyright and trademark attributions/notices are reproduced; and
There is no charge or fee attributable to the use of the Software.
21. Reserved .
22. a. 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
b. The ArcGIS Engine for Windows/Linux extensions shall not be used in combination with ArcGIS for Desktop
Software to run ArcGIS Engine Value-Added Applications. A single user can have multiple ArcGIS Engine
Value-Added 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 development, testing, and demonstration of a prototype ValueAdded Application and creating map caches. Value-Added Applications and map caches can be used with Staging
and Deployment Servers. EDN server Software and Data may be installed on multiple computers for use by any
Licensee EDN developer; all other EDN Software is licensed as a Single Use License.
25. Reserved .
26. An ArcSDE Personal Edition geodatabase is restricted to ten (I 0) gigabytes of Licensee's data.
27. Reserved.
28. Use is limited to ten (1 0) 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 often (I 0) gigabytes of Licensee's data.
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31 . Licensee may have redundant Esri Server Software installation(s) for fail over 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).
40-46. Reserved.
47. Licensee may develop and distribute Value-Added Applications that use Esri File Geodatabase API to Licensee's
end users.
48-53 . Reserved .
54. ArcGIS for Windows Mobile Deployments are licensed for use with ArcGIS for Server Enterprise (Advanced or
Standard), ArcGIS for Server Workgroup (Advanced), ArcGIS for Desktop (Advanced, Standard, Basic), and
ArcGIS Engine Value-Added Applications.
55-63 . Reserved.
64. Value-Added Application(s) for web deployment must be used in conjunction with other Esri Product(s). Thirdparty technologies may also be used in conjunction with Value-Added Application(s) as long as the Value-Added
Application(s) is always used in conjunction with other Esri Product(s).
65 . Reserved.
66. For desktop applications, 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.
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ADDENDUM2
DATA TERMS OF USE
(E300-2)
This Data Terms of Use Addendum ("Addendum 2") sets forth the terms of Licensee's use of Data and includes Licensee's
existing master license agreement, if any, or the License Agreement found at http://www.esri.com/legallsoftware-license (as
applicable, the "License Agreement"), which is incorporated by reference. This Addendum 2 takes precedence over
conflicting General License Terms and Conditions of the License Agreement. Esri reserves the right to modify the Data terms
of use referenced below at any time. For Data licensed through a subscription, Licensee may cancel the subscription upon
written notice to Esri or discontinue use of the Data, as applicable. If Licensee continues to use the Data, Licensee will be
deemed to have accepted the modification. Data terms of use are set forth in the notes referenced below:
SECTION I-GENERAL RESTRICTIONS ON USE OF DATA
ln addition to the restrictions set forth in Article 4.2 of the License Agreement, the following restrictions apply to use ofData
by Licensee and Licensee's end users (collectively, "Users"). Any use of Data that is not expressly authorized in Section 2 or
elsewhere in the License Agreement is strictly prohibited. Without limiting the generality of the foregoing, Licensee shall
ensure Users are prohibited from (i) cobranding Data, (ii) using the Data in any unauthorized service or product, or
(iii) offering Data through or on behalf of any third party.
SECTION 2-SPECIFIC TERMS OF USE FOR DATA
The following table is a list ofEsri Products that have specific Terms of Use in addition to the general Terms of Use as set
forth in the General License Terms and Conditions of the License Agreement. Additional Terms ofUse are listed
immediately below this table and are referenced by number(s), shown in parenthesis, immediately following each Product
name in the following table:
•
•
•
•
•
•
•
ArcGIS Online Data (1)
StreetMap Premium for ArcGIS (2)
StreetMap for Windows Mobile (2)
StreetMap for ArcPad (2)
StreetMap Premium for ArcGIS for Transportation
Analytics (2; Addendum I, Note 1)
HERE Traffic Data (II ; Addendum I, Note 1)
Data Appliance for ArcGIS (3)
•
•
•
•
•
•
Business Analyst/Location Analytics Data (4, 10)
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)
Esri MapStudio Data (9)
Notes:
If you do not license any of the Products in the table above, these Additional Terms ofUse do not apply to you .
Additional Terms of Use for Products ONLY APPLY to the Products that reference them, by number, in the table above.
Additional Terms of Use for Products listed above:
1. 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. Use of ArcGIS Online Data that is accessible through non-fee-based ArcGIS Online accounts may be subject to
usage limits.
ArcGIS Online Basemap Data:
a.
b.
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ArcGIS Online basemap data can be taken offline through Esri Content Packages and subsequently delivered
(transferred) to any device for use exclusively with licensed Esri Client Software.
ArcGIS Online basemap data is subject to an aggregate limit of fifty million (50,000,000) transactions during any
twelve (12)-month period. Transactions include both basemap and geosearch Transactions. "Transaction" is defined
in the Documentation at ArcGIS Resources at http://links.esri.com/agol/transactiondef.
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02/2 1/20 14
Licensee may use Data accessed through ArcGJS Online as permitted under the terms of the URLs referenced below:
a.
b.
c.
d.
e.
f.
g.
2.
StreetMap Premium for ArcGJS: StreetMap f or Arc GIS fo r Windo ws Mobile; StreetMap for ArcPad; StreetMap
Premium for ArcG!Sfor Transportation Analy tics: These Products, collectively referred to as "StreetMap Data," may be
used for mapping, geocoding, and point-to-point routing purposes but is not licensed for dynamic, real-time routing
guidance. For instance, StreetMap Data may not be used to alert a user about upcoming maneuvers (such as warning of
an upcoming tum) or to calculate an alternate route if a turn is missed. StreetMap Data may not be used to perform
synchronized multi vehicle routing or route optimization. StreetMap Data acquired for use with ArcGIS for Desktop,
ArcGJS for Server, ArcPad, or ArcGIS for Transportation Analytics may only be used with the Product for which the
StreetMap 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 ArcGlS for Mobile applications. StreetMap Data may
include data from either of the following sources:
a.
b.
3.
HERE data is subject to the terms of use at http ://corporate.navteg .com/supplier terms.html. HERE data, when
licensed for use in StreetMap Premium for ArcGIS for Transportation Analytics, permits tracking, synchronized
multivehicle routing, and route optimization.
Tele Atlas/TomTom data is subject to the terms of use at
http ://www.esri .com/-/media!Files/Pdfs/legal/pdfs/ j9792-teleatlas use data.pdf.
Data Appliance fo r ArcGJS: Data provided with Data Appliance is subject to the following additional terms of use:
a.
b.
c.
d.
4.
HERE data is subject to the terms of use at http://corporate.navteg.com/supplier terms.html.
Tele Atlas/TomTom data is subject to the terms of use at
http://www.esri .comH media!Files/Pdfs/legal/pdfs/j9792-teleatlas use data.pdf.
Data from i-cubed is subject to the terms of use at http ://www.esri .com/-/media!Files/Pdfs/legal/pdfs/j9946icubed.pdf.
Microsoft Bing Maps data is subject to the terms of use at http://www.esri.com/-/media!Files/Pdfs/legal/pdfs/e802-bing-mapsvcs.pdf.
BODC bathymetry data is subject to the terms of use found at
https://www.bodc.ac.uk/data!online delivery/gebco/terms of use/.
MB-Research GmbH (MBR) Data: Users are prohibited from (i) using MBR Data, including, without
limitation, European demographic data, consumer demand data, and postal and geographic boundaries, for the
purpose of compiling, enhancing, verifying, supplementing, adding to, or deleting from any database or other
compilation of information that is sold, rented, published, furnished, or in any manner provided to a third party
or (ii) modifying or otherwise altering MBR Data without MBR's prior written consent, such consent to be
granted or withheld at MBR's sole discretion .
D&B Data: May not be used for direct mailing or direct marketing purposes.
HERE data is subject to the terms of use at http ://corporate.navteg.com/supplier terms.html.
Tele Atlas/TomTom data is subject to the terms of use at
http://www .esri .com/-/media!F iIes/Pd fs/legal/pdfs/j9792-teleatl as use data. pdf.
Data from i-cubed is subject to the terms of use at http ://www.esri.com/-/media!Files/Pdfs/legal/pdfs/j9946icubed.pdf.
BODC bathymetry data is subject to the terms of use found at
https ://www.bodc.ac.uk/data!online delivery/gebco/terms of use/.
Business Analyst Data; Location Analytics Data: Business Analyst Data is provided with Esri Business Analyst (Server,
Desktop) or accessed through Business Analyst Online and Community Analyst. Location Analytics Data is accessed
through Business Analyst Online API, Community Analyst API, and Location Analytics API. The Data is subject to the
following additional terms of use :
a.
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The Data is provided for Licensee's internal business use solely in connection with Licensee's authorized use of
Software. Subject to Addendum 2, Note 10, Business Analyst Data, including derivative products (e.g.,
geocodes), are 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 APl. If Licensee orders a license for Esri Business Analyst or Business Analyst
Page 6 of 16
02/21 /20 14
b.
c.
d.
e.
f.
g.
5.
(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.
Business Analyst Data provided with Business Analyst for Server may not be cached or downloaded by client
applications and devices .
lnfogroup data is subject to the following terms of use: "Users" means end users ofEsri 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) sublicensing or reselling the
lnfogroup database; (ii) 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; (iii) using the
lnfogroup database in any service or product not specifically authorized in this License Agreement or offering it
through any third party; (iv) 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 lnfogroup's sole discretion; or (v) using the Jnfogroup database for any direct marketing
purposes.
HERE data is subject to the terms of use at http://corporate.navteg .com/supplier terms.html.
Tele Atlas/TomTom data is subject to the terms of use at
http: //www . esri . com/~/media!Files/Pdfs/legal/pdfs/j9792-teleatlas use data.pdf.
MBR Data: Users are prohibited from (i) using MBR Data, including, without limitation, European
demographic data, consumer demand data, and postal and geographic boundaries, for the purpose of compiling,
enhancing, verifYing, supplementing, adding to, or deleting from any database or other compilation of
information that is sold, rented, published, furnished, or in any manner provided to a third party or
(ii) modifYing, or otherwise altering MBR Data without MBR's prior written consent, such consent to be
granted or withheld at MBR's sole discretion .
D&B Data: May not be used for direct mailing or direct marketing purposes.
Demographic, Consumer, and Business Data ("Esri Data'~: This Data category includes the Updated Demographic
Database, Census Data, American Community Survey (ACS) Data, Consumer Spending, Business Summary, Business
Locations, Retail MarketPlace, and Tapestry Segmentation datasets. Esri Data may be used independently of Software or
Online Services. Each dataset is available under one or more of the following license types:
Single Use: Permits access by a single user to access the data for development or internal use on a desktop
computer or server. No Internet access is permitted.
Internal Site/Server-Known User: Permits access by named (known) users for Licensee's internal use. Web
access by those named users is permitted.
Public website (noncommerciai}-Constituent-Served Model: Permits a municipal government Licensee to
use the Data in an externally facing Value-Added Application serving a defined population, provided Licensee
does not generate revenue from such use.
Public website (commercial) Known User: Permits Licensee to use the Data in an externally facing ValueAdded Application for use by named users and to generate revenue from such Value-Added Application.
Public website (commercial) Anonymous User: Permits Licensee to use the Data in an externally facing
Value-Added Application for general use and to generate revenue from such Value-Added Application.
6. Data and Maps for A reGIS: 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.
b.
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Licensee may redistribute the Data as described in the Redistribution Rights Matrix available at
http://www.esri.com/legal/redistribution-rights, in the Help system, or in supporting metadata files, subject to
the specific attribution descriptions and requirements for the dataset accessed.
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 tum) or to calculate an alternate route if a turn is missed .
Page 7 of 16
02/2 1/20 14
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:
7.
a.
b.
c.
d.
HERE data is subject to the terms of use at http ://coroorate.navteg .com/supplier terms.html.
Tele Atlas/TomTom data is subject to the terms of use at
http://www.esri .com/-/media/Files/Pdfs/legal/pdfs/j9792-teleatlas use data.pdf.
Data from i-cubed is subject to the terms of use at http://www.esri.com/-/media/Files/Pdfs/legal/pdfs/j9946icubed.pdf.
D&B Data: May not be used for direct mailing or direct marketing purposes.
10. Licensee may include Data in hard-copy or read-only format ("Outputs") in presentation packages, marketing studies, or
other reports or documents prepared for third parties. Licensee shall not resell or otherwise externally distribute Outputs
in stand-alone form .
11. ArcG!Sfor Transportation Ana/y tics- HERE traffic data option: This online data service is available as an option for
use exclusively with ArcGlS for Transportation Analytics. Use of this data is subject to the following terms and
conditions:
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a.
b.
c.
HERE traffic data is subject to the terms of use at http://comorate.navteg.com/supplier terms.html.
No automatic routing or rerouting based on traffic conditions is permitted without the Navigation add-on.
HERE traffic data may not be archived and may be delivered only for end users' personal , near-term use, not to
exceed one (1) twenty-four (24)-hour period.
d.
HERE traffic data may not be used to display or broadcast in any FM/AMIHD radio broadcast or television
broadcast or through any RDS delivery method .
e.
HERE traffic data may not be used with or incorporated into any traffic system that provides voice traffic
reports to inbound callers.
f.
HERE traffic data may not be used to develop or commercially make available a text-to-voice e-mail alert or
message or voice mail application using any portion of HERE traffic data.
Page 8 of 16
02/21/2014
ADDENDUM3
ONLINE SERVICES ADDENDUM
(E300-3)
This Online Services Addendum ("Addendum 3") sets forth the terms ofLicensee'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/legal/softwarelicense (as applicable, the "License Agreement"), which is incorporated by reference. This Addendum 3 takes precedence
over conflicting General License Terms and Conditions of the License Agreement. Esri reserves the right to update the terms
from time to time. Section I of this Addendum 3 contains terms applicable to all Online Services; Section 2 contains
common terms applicable to specific Online Services.
SECTION I-COMMON TERMS OF USE OF ONLINE SERVICES
ARTICLE I-DEFINITIONS
In addition to the definitions provided in the License Agreement, the following definitions apply to this Addendum 3:
a.
"Anonymous Users" refers to anyone who has public access to any part of the Licensee's Content or Value-Added
Applications, which Licensee has published through the use of the Sharing Tools, included with Licensee's licensed
use of the Software or Online Services, as further described in Section 2 of this Addendum .
b. "API" means application programming interface.
c. "ArcGlS Website" means http://www.arcgis.com and any related or successor websites .
d. "Content" means Data, images, photographs, animations, video, audio, text, maps, databases, data models,
spreadsheets, user interfaces, software applications, and Developer Tools.
e. "Developer Tools" means software development kits (SDKs), APls, software libraries, code samples, and other
resources.
f. "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 ofLicensee's Content with Online Services,
and any Value-Added Applications Licensee builds with Developer Tools and deploys with Online Services.
Licensee's Content excludes any feedback, suggestions, or requests for Product improvements that Licensee
provides to Esri .
g. "Named User(s)" means individuals to whom Licensee specifically enables private access to Online Services and
Value-Added Applications through Licensee's Online Services account. Named Users can be anyone whom
Licensee authorizes to access Online Services, but only for the exclusive benefit of Licensee, for example,
Licensee's employees, agents, consultants, or contractors. For Education Plan accounts, Named Users may include
registered students. No other third parties may be Named Users . Named Users have private access to features of
Online Services that are not publicly accessible to Anonymous Users. Named Users have unique, individual login
credentials.
h. "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.
i. "Service Components" means each of the following: Online Services, Online Content, ArcGIS Website, Developer
Tools, Documentation, or related materials.
j . "Sharing Tools" means publishing capabilities included with Online Services and ArcGIS Website that allow
Licensee to make Licensee's Content and Value-Added Applications available to third parties and/or Anonymous
Users.
k. "Value-Added Application" means an application developed by Licensee for use in conjunction with the authorized
use of any Software, Data, or Online Services.
I. "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.I 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
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02/2 1/20 14
paid (if required), (ii) for Licensee's own internal use by Licensee and Licensee's Named Users or Anonymous Users (if
applicable), and (iii) in accordance with this License Agreement and the licensed configuration on file as authorized by Esri.
2.2 Provision of Subscription Online Services. For subscription Online Services, Esri will
a.
b.
c.
Provide Online Services to Licensee in accordance with the Documentation;
Provide customer support in accordance with Esri's standard customer support policies and any additional support
Licensee may purchase; and
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.
2.3 Licensee's Responsibilities. Licensee shall be responsible for Named Users' compliance with this Agreement. Licensee
and Licensee's Named Users or Anonymous Users (if applicable) are the only persons authorized to access Online Services
through Licensee's accounts. Named Users' login credentials are for designated Named Users only and may not be shared
among multiple individuals. Named Users' login credentials may be reassigned to new Named Users if the former users no
longer require access to Online Services. Licensee and Licensee's Named Users are responsible for maintaining the
confidentiality of Authorization Codes, Access Codes, Named Users' login credentials, or any other method that is provided
that enables access to Online Services and for ensuring that unauthorized third parties do not access Licensee's account.
Licensee will immediately notify Esri if Licensee becomes aware of any unauthorized use of Licensee's account or any other
breach of security.
2.4 Prohibited Uses of the Online Services. In addition to the prohibited uses or except as provided 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 derived from Online Services to third parties; (vii) manually or
systematically collect or scrape (screen or web scraping) Content from Online Services; (viii) use ArcGIS Online Map
Services, Geocoding Services, or Routing Services in communication with any in-vehicle navigation system installed in a
vehicle (this does not include portable navigation devices) or that provides real-time, dynamic routing to any device. For
instance, these Services may not be used to alert a user about upcoming maneuvers (such as warning of an upcoming tum) or
to calculate an alternate route if a turn is missed ; (ix) incorporate any portion of Online Services into a commercial product or
service unless the commercial product adds material functionality to Online Services; (x) use Online Services to process,
store, or transmit any information, data, or technology controlled for export under the International Traffic in Arms (ITAR)
regulations; or (xi) use Online Services to store or process Content online that is unclassified controlled technical information
(UCTI) under DFARS 204.73 , or is protected health information (PHI) under the Health Insurance Portability and
Accountability Act (HIPAA).
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 CUSTOMIZA TIONS 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 or modify Online Service(s) and related APls at any
time. If reasonable under the circumstances, Esri will provide thirty (30) days' prior notice of any material alterations.
2. 7 Discontinuation or Deprecation of Online Services. Esri reserves the right to discontinue or deprecate an Online
Service(s) and related API(s) at any time. If reasonable under the circumstances, Esri will provide ninety (90) days' prior
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notice of any Online Service discontinuation or deprecation. 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.
2.8 If any modification, discontinuation, or deprecation of Online Service(s) causes a material, adverse impact to Licensee's
operations, Esri may at its sole discretion attempt to repair, correct, or provide a workaround for Online Services. If a viable
solution is not commercially reasonable, Licensee may cancel its subscription to Online Services, and Esri will issue a
prorated refund .
2.9 Attributions. Licensee is not permitted to remove any Esri or Esri's licensors' logos or other attribution associated with
any use of ArcGlS 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 Subscription Rate Changes. Monthly subscription rates may be increased upon thirty (30) days' notice. Esri may
increase rates for subscriptions with a term greater than one (1) month by notifying Licensee at least sixty (60) days prior to
expiration of the then-current subscription term.
3.3 Service Interruption. Licensee's access (including access on behalfofLicensee's customers) to and use of Online
Service(s) may be temporarily unavailable, without prior notice, for any unanticipated or unscheduled downtime or
unavailability of all or any portion of Online Services, including system failure or other events beyond the reasonable control
ofEsri or its affiliates .
3.4 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) ifLicensee breaches the License Agreement; (b) if
Licensee exceeds usage limits and fails to purchase additional license capacity sufficient to support Licensee's continued use
of Online Services as described in Article 5 of this Addendum ; (c) if there is reason to believe that Licensee's use of Online
Service(s) will adversely affect the integrity, functionality, or usability of the Online Service(s); (d) ifEsri and its licensors
may incur liability by not suspending Licensee's account; (e) for scheduled downtime to conduct maintenance or make
modifications to Online Service(s); (f) in the event of a threat or attack on Online Service(s) (including a denial-of-service
attack) or other event that may create a risk to the applicable part of Online Services; or (g) 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 feasible under these circumstances, Licensee will be notified of any
Service Suspension beforehand and allowed reasonable opportunity to take remedial action.
3.5 Esri is not responsible 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 Esri's 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, Online Services, and Licensee's Content. Esri may disclose Licensee's Content if required to do so by law or
pursuant to the order of a court or other government body, in which case Esri will reasonably attempt to limit the scope of
disclosure. It is Licensee's sole responsibility to ensure that Licensee's Content is suitable for use with Online Services and
for maintaining regular offline backups using the Online Services export and download capabilities.
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4.2 Removal of Licensee's Content. Licensee will provide information and/or other materials related to Licensee's Content
as reasonably requested by Esri to verify Licensee's compliance with this License Agreement. Esri may remove or delete any
portions ofLicensee'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 http://www.esri.com/ legal/dmca policy .
4.3 Sharing Licensee's Content. Licensee hereby grants to any third parties with whom Licensee elects to share Licensee's
Content using Sharing Tools the right and license to use, store, cache, copy, reproduce, (re)distribute, and (re)transmit
Licensee's Content through Online Services subject to any 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 SHARING TOOLS OR
ANY OTHER SERVICE COMPONENTS. LICENSEE'S USE OF SHARING TOOLS IS AT LICENSEE'S SOLE RISK.
4.4 Retrieving Licensee's Content upon Termination. Upon termination of the License Agreement or any trial, evaluation,
or subscription, Esri will make Licensee's Content available to Licensee for download for a period of thirty (30) days unless
Licensee requests a shorter window of availability or Esri is legally prohibited from doing so. Thereafter, Licensee's right to
access or use Licensee's Content with Online Services will end, and Esri will have no further obligations to store or return
Licensee's Content.
ARTICLE 5-LIMITS ON USE OF ONLINE SERVICES; SERVICE CREDITS
Esri may establish limits on the Online Services available to Licensee. These limits may be controlled through Service
Credits. Service Credits are used to measure the consumption of ArcGIS Online services made available through Licensee's
account. The maximum Service Credits provided with Licensee's ArcGIS Online account will be addressed in the applicable
Ordering Document. Esri will notify Licensee's account administrator when Licensee's Service consumption reaches
approximately seventy-five percent (75%) of the Service Credits allocated to Licensee through Licensee's subscription. Esri
reserves the right to suspend Licensee's account when consumption reaches one hundred percent (1 00%) of the Service
Credits allocated to Licensee's subscription. Licensee's access to the account will be restored immediately upon the
completion of Licensee's purchase transaction for additional Service Credits for the subscription account.
ARTICLE 6-0NLINE 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 party'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 and to the extent of its obligations and abilities under Wyoming
law and its insurance applicable to this agreement, 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.
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SECTION 2-TERMS OF USE FOR SPECIFIC ONLINE SERVICES
The following table is a list ofEsri Products that have specific Terms of Use in addition to the general Terms of Use as set
forth in the General License Terms and Conditions of the License Agreement. Additional Terms of Use are listed
immediately below this table and are referenced by number(s), shown in parentheses, immediately following each Product
name in the following table (in some cases, the Additional Terms of Use referenced may be found in a separate Addendum,
as noted):
• ArcGIS Online (1; 2; Addendum 2. Note 1;
Addendum 2, Note 6)
• Esri Business Analyst Online (3 ; Addendum 2, Note 1;
Addendum 2, Note 4)
• Business Analyst Online Mobile (3 ; Addendum 2,
Note 1; Addendum 2, Note 4)
• Esri Business Analyst Online API for Adobe Flex,
Microsoft Silverlight, SOAP, and REST (5 ;
Addendum 2, Note 1; Addendum 2. Note 4)
• Community Analyst (3 ; Addendum 2. Note 1;
Addendum 2, Note 4 )
• Esri Community Analyst API for Adobe Flex,
Microsoft Silverlight, SOAP, and REST (5 ;
Addendum 2. Note I; Addendum 2. Note 4)
• Esri Location Analytics API for Adobe Flex,
Microsoft Silverlight, SOAP, and REST (5 ;
Addendum 2, Note 1; Addendum 2, Note 4)
• Esri Redistricting Online (Addendum 2, Note I)
• Esri MapStudio (4; Addendum 2, Note 1;
Addendum 2, Note 9)
Notes:
If you do not license any of the Products in the table above, these Additional Terms of Use do not apply to you .
Additional Terms of Use for Products ONLY APPLY to the Products that reference them by number in the table above.
Additional Terms of Use for Products listed above:
I.
In addition to the common terms of use of Online Services:
a.
Licensee may use Licensee's Esri Online Services account to build a Value-Added Application(s) for Licensee's
internal use.
b.
Licensee may also provide access to Licensee's Value-Added Application(s) to third parties, subject to the following
terms:
i.
Licensee may allow Anonymous Users to access Licensee's Value-Added Application(s).
Licensee shall not add third parties as Named Users to Licensee's ArcGIS Online account for the purpose of
allowing third parties to access Licensee's Value-Added Application(s). This restriction does not apply to third
parties included within the definition of Named Users.
111. 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 ofNamed 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.
vii . Licensee may not remove or obscure any trademarks or logos that would normally be displayed through the use
of the Online Services without written permission.
11.
c.
For ArcGIS Online ELA, ArcGIS Online for Organizations, and paid Developer Plan accounts:
i.
Licensee is also permitted to :
(I) Charge an additional fee to third parties to access Licensee's Value-Added Application(s), subject to the
terms of this License Agreement; or
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(2) Transfer Licensee's Value-Added Application(s) to a third party's ArcGIS Online account, subject to the
following:
(a) Licensee may charge third parties a fee for Licensee's Value-Added Application(s).
(b) Licensee is not obligated to provide technical support for the third party's general use of its ArcGIS
Online account not related to Licensee's Value-Added Application(s).
(c) Licensee is not responsible for any fees accrued through the third party's use of Licensee's ValueAdded Application(s) that have been transferred to or implemented on the third party's ArcGIS Online
account.
(d) Licensee is not permitted to invite licensees of an ArcGIS Online Public Plan to participate in private
groups. This restriction also applies to licensees of Education Plan accounts and NPO/NGO Plan
accounts.
d.
For ArcGIS Online Public Plan accounts, Development and Testing Plan accounts, Education Plan accounts, and
NPO/NGO use of ArcGJS Online for Organizations 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 ArcGJS
Online ELA, ArcGIS Online for Organizations, or paid Developer Plan account.
e.
For ArcGIS Online Public Plan accounts:
1.
Public Plan accounts are licensed for the personal use of an individual. Any use of Public Plan accounts by an
individual for the benefit of a for-profit business or a government agency is prohibited.
This restriction does not apply to educational institutions when used for teaching purposes only, qualified
NGO/NPO organizations, and press or media organizations. Individuals affiliated with these specific types
of organization are permitted to use ArcGJS Online Public Plan accounts for the benefit of their affiliated
organization(s).
11.
f.
Public Plan account licensees are not permitted to create private groups or participate in any private group
created by licensees of ArcGJS Online for Organizations, Education, NGO/NPO, or ELA Plans.
For ArcGIS Online Development and Testing Plan accounts:
1.
Subject to the terms of this License Agreement, Licensee is permitted to:
(1) Allow third parties to access Licensee's Value-Added Application(s) powered by their Development and
Testing Plan account, but only if the Value-Added Application(s) is published for public access and is not
used for the benefit of a for-profit business or government agency.
This restriction does not apply to educational institutions when used for teaching purposes only,
qualified NGO/NPO organizations, and press or media organizations. Individuals affiliated with these
specific types of organizations are permitted to use ArcGJS Online Development and Testing Plan
accounts for the benefit of their affiliated organization(s).
11 .
g.
For ArcGIS Online paid Developer Plan accounts or Development and Testing Plan accounts:
1.
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Development and Testing Plan account licensees are not permitted to create private groups or participate in any
private group created by licensees of ArcGJS Online for Organizations, Education, NGO/NPO, or ELA Plans.
Licensee is limited to one million (1 ,000,000) basemap and one million (I ,000,000) geosearch Transactions per
month in conjunction with Licensee's account. "Transaction" is defined in the Documentation at ArcGIS
Resources at http ://links.esri.com/agol/transactiondef.
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h.
Licensee is not permitted to be the licensee of an ArcGJ S Online account for or on behalf of a third party.
This restriction does not apply to education institutions that are permitted to be licensees of ArcGIS Online
Public Plan accounts on behalf of registered students of the education institution for teaching purposes only.
Education institutions are also permitted to provide access to a single ArcGIS Online Public Plan account to
more than one (1) registered student when used for teaching purposes only.
1.
2.
Terms ofUse for ArcGIS Online Services:
a.
b.
3.
4.
5.
The terms "Online ELA account," "Organizations Plan account," "Developer Plan account," "Public Plan account,"
"Development and Testing Plan account," and "Education Plan account" refer to different types of ArcGlS Online
accounts.
World Geocoding Service: Licensee may not store the geocoded results generated by the service without an ArcGJS
Online account.
lnfographics Service: Licensee may use the data accessible through this service for display purposes only. Licensee
is prohibited from saving any data accessible through this service.
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, subject to any restrictions for ArcGIS Online Data set forth in Addendum 2, Note I .
Licensee may develop Value-Added 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) ofLicensee's Value-Added 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 Value-Added 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 Value-Added 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 Value-Added 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).
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ADDENDUM4
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 http://www.esri .com/legal/software-license (as
applicable, the "License Agreement"), which is incorporated by reference. This Addendum 4 takes precedence over
conflicting terms of the License Agreement. Esri reserves the right to update the terms from time to time.
• Home Use Program (3)
• Other Esri Limited Use Pro
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 revenue-generating 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 revenue-generating or for-profit purposes.
3. ArcG/Sfor Home Use Program:
1.
a.
b.
c.
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/software/arcgis/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. "Noncommercial" means use in a personal or individual capacity that (i) is not compensated in any
fashion ; (ii) is not intended to produce any works for commercial use or compensation; (iii) is not intended to
provide a commercial service; and (iv) is neither conducted nor funded by any person 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 http ://www . esri.com/~/media/Files/Pdfs/ legal/pdfs/home-use-installation­
support.pdf. Esri supports users solely with the installation ofEsri Software. Esri's Support website is at
http://support.esri.com/en/support. Support provided by an authorized distributor will be in accordance with the
distributor's technical support program terms and conditions.
4.
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.
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