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Environmental Systems Research Institute,Inc.
<br /> } 380 New York Street
<br /> Redlands,CA 92373
<br /> (909)793-2853
<br /> ATTACHMENT D—Addendum 3
<br /> ESRI ArcUSA/ArcWorld/ArcScene USA Tour Database License Agreement
<br /> This is a license agreement and not an agreement for sale. This is a license agreement between the end user(licensee)and Environmental Systems Research
<br /> Institute,Inc.(ESRI). 'Ibis Database License Agreement(Agreement)gives you certain limited rights to use the proprietary ESRI ArcUSA'",AreWorld'",or
<br /> ArcScene'"USA Tour Database and Related Materials(Database and Related Materials). All rights not specifically granted in this Agreement are reserved to
<br /> ESRI and,if applicable,Earth Observation Satellite Company(EOSAT).
<br /> Reservation of Ownership and Grant of License: ESRI and EOSAT retain exclusive ownership of the copy of the Database and Related Materials licensed
<br /> under this Agreement and,hereby,grants to Licensee a personal,nonexclusive,nontransferable license to use the Database and Related Materials based on the
<br /> terms and conditions of this Agreement. Licensee agrees to use reasonable effort to protect the Database and Related Materials from unauthorized use,
<br /> reproduction,distribution,or publication.
<br /> Copyright: The Database and Related Materials are owned by ESRI and EOSAT(ArcScene)and are protected by United States copyright laws and applicable
<br /> international copyright treaties and/or conventions.
<br /> Proprietary Rights: Licensee acknowledges that the Database and Related Materials contain proprietary and confidential property of ESRI. All published
<br /> hard-copy renditions of the Database,of any portion of the Database,or of derived versions of the Database shall include a statement acknowledging
<br /> Environmental Systems Research Institute,Inc.,as the source of the portion of the Database that is displayed,printed,or plotted.
<br /> Permitted User:
<br /> • IF LICENSEE HAS LICENSED A SINGLE-USER VERSION OF ArcUSA/ArcWorld or ArcScene: One(1)and only one concurrent user within your
<br /> organization may use the Database and Related Materials on a stand-alone computer or on a terminal linked to a multi-user network.
<br /> • IF LICENSEE HAS LICENSED A MULTI-USER VERSION OF ArcUSA/ArcWorld: Up to five(5)concurrent users within your organization may use the
<br /> Database and Related Materials on stand-alone computers or on terminals linked through multi-user networks.
<br /> • Licensee may modify the Database and merge other data sets with the Database for Licensee's own internal use. The portions of the Database that are
<br /> merged with other data sets will continue to be subject to the terms and conditions of this Agreement.
<br /> • Licensee may install the Database or portions of the Database onto permanent storage devices for access by a user or users within your organization,as
<br /> pa the version licensed.
<br /> • Licensee may make only one(1)copy of the original Database for archival purposes unless the right to make additional copies is granted to Licensee in
<br /> writing by ESRI.
<br /> Licensee may sell,market,or otherwise distribute published hard-copy renditions of the Database or portions of the Database,provided that Licensee
<br /> acknowledges ESRI's and EOSAT's proprietary rights in the Database.
<br /> Uses Not Permitted:
<br /> Licensee may not sell,rent,lease,sublicense,lend,assign,time-share,or transfer,in whole or in part,or provide unlicensed Third Parties access to the
<br /> Database,Related Materials,any updates,or Licensee's rights under this Agreement
<br /> • Licensee may Dot remarks or distribute the Database or any derived Database product in digital form to unlicensed Third Parties.
<br /> • Licensee may not make additional copies of the Documentation.
<br /> • Licensee may not remove or obscure any copyright,proprietary,or trademark notices.
<br /> Tam: The license granted by this Agreement is for a term of three(3)yeas,which will be automatically renewed for subsequent three(3)year terms subject to
<br /> ESRI'sthen current policies. The Agreement will automatically terminate without notice if Licensee fails to comply with any provision of this Agreement.
<br /> Licensee will then return to ESRI the Database and Related Materials. The parties hereby agree that all provisions which operate to protect the rights of ESRI
<br /> and EOSAT shall remain in force should breach occur.
<br /> LtmNed Warranty: ESRI wamnta that the media upon which the Database is provided and documentation wilt be free from defects in materiab and
<br /> workmmahip under normal use and service for a period of ninety(90)days from the date of receipt. 1be Database itself is excluded from the wamnty,and 16e
<br /> licensee acknowedgea that the Database may contain some noncon[orrtrtia,defects,or errors. ESRI and EOSAT do not warrant that the Database will meet
<br /> Licensee's needs or expectations,that the use of the Database will be uninterrupted,or that all nonconformities can or will be coerected ESRI and EOSAT are
<br /> not inviting reliance on this data,and the[.icensee should always verify actual data
<br /> THE DATABASE IS PROVIDED"AS-IS,"WrMOUT WARRANTY OF ANY KIND,EITHER EXPRESS OR IMPLIED,INCLUDING,BUT NOT L.IMI W TO,
<br /> THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE,WITH RESPECT TO THE DATABASE AND
<br /> RELATED MATERIAIS.
<br /> Exclusive Remedy and Lhnitation of Liability: During the warranty period,ESRI's and/or EOSArs entire liability and Licensee's exclusive remedy shall be
<br /> the return of the license fee paid for the Database and Related Materials in accordance with ESRI Customer Service policy that do not meet ESRI's Limited
<br /> Warranty and which are returned to ESRI or its Authorized Distributor with a copy of Licensee's receipt. ESRI and EOSAT shall not be liable for indirect,
<br /> special,incidental,or consequential damages related to Licensee's use of the Database and Related Materials,even if ESRI and EOSAT are advised of the
<br /> possibility of such damage.
<br /> Waivers: No failure or delay by ESRI in enforcing any right or remedy under this Agreement shall be construed as a waiver of any future or other exercise of
<br /> such right or remedy by ESRI.
<br /> Order for Precedence: Any conflict between the terms of this Agreement and any FAR,DFAR,Purchase Order,or other terms shall be resolved in favor of the
<br /> terms expressed in this Agreement,subject to the Government's minimum rights unless agreed otherwise.
<br /> U.S.Governement Linked Rights: Use,duplication,and disclosure by the Government is subject to FAR§52.227-14(JUN 1987)or DFARS§252.227-
<br /> 7013(OCT 1988),as applicable. Contractor/Manufacturer is Environmental Systems Research Institute,Inc.,380 New York Street,Redlands,CA 92373
<br /> USA. The U.S.Federal Government may engage Third Party support service contractors provided that such contractors acknowledge the terms of this
<br /> Agreement in writing through a nondisclosure agreement with the U.S.Federal Government regarding the Database and Related Materials.
<br /> Distribution Rights for Derived Digital Products
<br /> At ESRI's option,ESRI may grant a separate license agreement,on a redistribution fee or royalty fee basis,with users who with to obtain distribution rights
<br /> for derived or other value-added digital products in ARCANFO*compatible formats based on the ArcUSA or ArcWorld databases. Please address your
<br /> written inquiries to the ArcDatasm Program Manager,Environmental Systems Research Institute,Inc.,380 New York Street,Redlands,CA 92373 USA.
<br /> This Agreement is governed by the laws of the United States of America and the State of North Carolina The parties agree that this constitutes the sole and
<br /> entire agreement of the parties n to the matter ad forth herein and stq:ersedes any previous agreements,uedeistandings,and arrangements between the parties
<br /> refuting hereto.
<br /> ArcUSA,ArcWorld,and ArcSceoe are trademarks of Environmental Systems Research Institute,Inc.
<br /> ARCANPO is a registered trademark of Environmental Systems Research Institute,Inc.
<br /> ArcData is a service mark of Environmental Systems Research Institute,Inc.
<br /> A92-P 1291-A URB D-9 7/7/95
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