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<br /> Environmental Systems Research Institute,Inc.
<br /> 380 New York Street
<br /> �nRedlands,CA 92373
<br /> (909)793-2853
<br /> ATTACHMENT D—Addendum 4
<br /> ESRI Software License Agreement—Desktop Software
<br /> (ArcView, Avenue, ArcCAD, and PC ARCANFO)
<br /> This is a license agreement and not an agreement for sale. This license agreement(Agree-meat)is between the end user(Licensee)and Environmental Systems
<br /> Research Institute,Inc.(FSRI),and gives licensee certain limited rights to use the proprietary ESRIO desktop software,on-line and/or hard-copy
<br /> documentation and user guides,and software keycode or hardware key,as applicable(hereinafter referred to in"Software and Related Materials"). All rights
<br /> not specifically granted in this Agreement are reserved to ESRI.
<br /> Reservation of Ownership and Grant of License: ESRI retains exclusive title and ownership of the copy of the Software and Related Materials licensed
<br /> under this Agreement and,herby,grants to Licensee a personal,nonexclusive,nontransferable license right to use the Software and Related Materials based
<br /> on the terms and conditions of this Agreement. From the date of receipt,licensee agrees to use reasonable effort to protect the Software and Related Materials
<br /> from unauthorized use,reproduction,distribution,or publication.
<br /> Copyright: The Software and Related Materials are owned by ESRI and its third-party licenso(s)and are protected by United States copyright laws and
<br /> applicable international laws,treaties,and/or conventions. licensee agrees not to export the Software and Related Materials into a country that does not have
<br /> copyright laws that willjrotect ESRI's proprietary rights. licensee may claim copyright ownership in the Simple Macro Language(SML')macros,AutoLISPe
<br /> scripts,and/or Avenue scripts developed by licensee using the respective macro and/or scripting language.
<br /> Prmitted Uses:
<br /> • Licensee may use the number of copies of the Software and Related Materials for which license fees have been paid on the computer system(s)and/or
<br /> specific computer network(&)for Licensee's own internal use, If the Software and Related Materials contain dual media(i.e.,both 3.5-inch diskettes and
<br /> CD-ROM,then Licensee may only use one(1)set of the dual media provided. Licensee may not use the other media on another computer system(s)
<br /> and/or specific computer network(s),or loan,rent,lease,or transfer the other media to another user.
<br /> • Licensee tiny install the number of copies of the Software and Related Materials for which license fees have been paid onto the permanent storage
<br /> device(s)on the computer system(&)and/or specific computer network(s).
<br /> • Licensee may make routine computer backups but only one(1)copy of the Software and Related Materials for archival purposes during the term of this
<br /> Agreement unless the right to make additional copies is granted to Licensee in writing by ESRI.
<br /> • licensee may use,copy,alter,modify,merge,reproduce,and/or create derivative works of the on-line documentation for Licensee's own internal use.
<br /> The portions of the on-line documentation merged with other software,hard copy,and/or digital materials shall continue to be subject to the terms and
<br /> conditions of this Agreement and shall provide the following copyright attribution notice acknowledging ESRI's proprietary rights in the on-line
<br /> documentation: "Portions of this document include intellectual property of ESRI and are used herein by permission. Copyright®199_Environmental
<br /> Systems Research Institute,Inc. All Rights Reserved."
<br /> Uses Not Permitted:
<br /> • Licensee shall not sell,rent,lease,sublicense,lend,assign,time-share,or transfer,in whole or in part,or provide unlicensed third parties access to prior
<br /> or present versions of the Software and Related Materials,any updates,or licensee's rights under this Agreement.
<br /> • Licensee shall not revere engineer,decompile,a disassemble the Software,or make any attempt to unlock or bypass the software keycode and/or
<br /> hardware key used,as applicable,subject to local law.
<br /> • licensee shall not make additional copies of the Software and/or Related Materials beyond that described in the Permitted Uses section above.
<br /> Licensee shall not remove or obscure any ESRI copyright or trademark notices.
<br /> Terms The license granted by this Apreement is for a term of three(3)years,which will be automatically renewed for subsequent three(3)year terns at no
<br /> additional license fee,subject to ESRI'sthen-aurent licensing policies. The Agreement shall automatically terminate without notice if Licensee fails to comply
<br /> with any provision of this Agreement. licensee shall then return to ESRI the Software,Related Materials,updates,and any whole or parb al copies,coda,
<br /> modifications,and merged portions in any form The parties hereby agree that all provisions which operate to protect the ri ghts of ESRI shall rennin in force
<br /> should breach occur.
<br /> Limited Wrrantys ESRI warrants that the media upon which the Software and Related Materials are provided will be free from defects in materials and
<br /> workmanship under normal use and service for a period of ninety(90)days from the date of receipt.
<br /> EXCEPT FOR THE ABOVE EXPRESS IRA=WARRANTIES,THE SOFTWARE AND RELATED MATERIALS CONTAINED THEREIN ARE PROVIDED
<br /> "AS IS,"WITHOUT WARRANTY OF ANY KIND,EMLER EXPRESS OR IMPLIED,INCLUDING,BUT NOT LIMITED TO,THE IMPLIED WARRANTIES
<br /> OF MERCHANTABILITY AND FTINESS FOR A PARTICULAR PURPOSE
<br /> Exclusive Remedy and Limitation of Liability: During the warranty period,ESRI's entire liability and Licensee's exclusive remedy shall be the return of the
<br /> license fee paid for the Software and Related Materials in accordance with the ESRI Customer Assurance Program for the Software and Related Materials that do
<br /> not meet ESRI's Limited Warranty and that are returned to ESRI or its dealers with a copy of Licensee's proof of payment
<br /> ESRI shall not be liable for indirect,special,incidental,or consequential damages related to Licensee's use of the Software and Related Materials,even if ESRI
<br /> is advised of the 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 of 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 /> terns expressed in this Agreement,subject to the U.S.Government's minimum rights unless agreed otherwise.
<br /> Export Regulations: Licensee acknowledges that this Agreement and the performance thereof are subject to compliance with any and all applicable United
<br /> States laws.regulations,or,orders relating to the export of computer software or know-haw relating thereto. ESRI Software and Related Materials have been
<br /> determined W be Technical Data under United States exporj laws. Licensee agrees to comply with all laws,regulations,and orders of the United States in
<br /> regard to any export of such Technical Dats. Licensee agrees not to disclose or re-export any Technical Data received under this Agreement in or to any
<br /> countries for which the United States government requires an export license or other supporting documentation at the time of export or transfer,unless
<br /> Licensee has obtained prior written authorisation from ESRI and the U.S.Office of Export Control. The countries restricted at the time of this Agreement are
<br /> Cuba,Haiti,Iraq,Libya,Montenegro,North Korea,Serbia,and South African military,police,and related entities.
<br /> U.S.Goveramout Restrieted R�ts: Use,duplication,and disclosure by the U.S.Government is sub'ect to restrictions as act forth in FAR§52.227-14
<br /> Alternate III(g)(3)(JUN 1987), AR§52.227-19(JUN 1987),or DFARS 1232.227-7013(c)(1)(li)(O�1988),as applicable. Contractor/Manufacturer is
<br /> Environmental Systems Research Institute,Inc.,380 New Yak Street,Redlands,California 92373 USA.
<br /> Governing Law: This Agreement is governed by the laws of the United States of America and the State of North Carolina without reference to conflict of laws
<br /> principles.
<br /> Cadre Agreement: The parties agree that this constitutes the sole and entire agreement of the parties as to the matter set forth herein and supersedes any
<br /> previous agreements,understandings,and arrangements between the parties relating hereto and is effective,valid,and binding upon the parties.
<br /> ESRI is a registered trademark of Environmental Systems Research Institute,Inc.
<br /> Simple Macro Language(SML)and Avenue are trademarks of Environmental Systems Research Institute,Inc.
<br /> A92-P1291-A1/RB D-10 7/7/95
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