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O+ Environmental Systems Research Institute, Inc. <br />380 New York Street <br />TM Redlands, CA 92373 <br />(714) 793 -2853 <br />• Licensee may install the Software onto the licensed computer systems. <br />• Licensee may make only one copy of the Software for archival purposes unless the right to <br />make additional copies is granted to Licensee in writing by ESRI. <br />Uses Not Permitted: <br />• Licensee may not sell, rent, lease, sublicense, lend, time -share or transfer, in whole or in part, <br />or provide unlicensed Third Parties access to prior or present versions of the Software and <br />Related Materials, any updates, or Licensee's rights under this Agreement. <br />• Licensee may not reverse engineer, decompile, or disassemble the Software, or make any <br />attempt to unlock or bypass the License Manager software program used. <br />• Licensee may not alter, modify, or create any derivative works of the Software and Related <br />Materials. <br />• Licensee may not make additional copies of the Software and Related Materials. <br />• Licensee may not remove or obscure any copyright or trademark notices. <br />Assignment: Licensee shall not assign this contract or Licensee's rights hereunder without the <br />prior written consent of ESRI. Any purported assignment without such consent shall be null and <br />void. <br />Term: The license granted by this Agreement is for a term of three (3) years, which will be <br />automatically renewed for subsequent three (3) year terms subject to ESRI's then current licensing <br />policies. The Agreement will automatically terminate without notice if Licensee fails to comply <br />with any provision of this Agreement. Licensee will then return to ESRI the Software, Related <br />Materials, and any whole or partial copies, codes, modifications, and merged portions in any form. <br />The parties hereby agree that all provisions, which operate to protect the rights of ESRI, shall <br />remain in force should breach occur: <br />Software Support: A one (1) year complimentary period of support is provided with each <br />license effective from the date of keycode issuance. Support consists of software and <br />documentation updates and access to Telephone User Support and other benefits that are specified <br />in the current ARCANFO User Support Policy. Software support beyond the complimentary <br />period is available, payable yearly in advance, and subject to rates and policies then in effect. <br />Limited Warranty: ESRI warrants that the unaltered Software will substantially conform to the <br />Related Materials for a period of one (1) year from the date of keycode issuance. ESRI warrants <br />that the media upon which the Software is provided and Related Materials will be free from defects <br />in materials and workmanship under normal use and service for a period of ninety (90) days from <br />the date of receipt. <br />ESRI DISCLAIMS ALL OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, <br />INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF <br />A92- P1291/RS D -2 6/23/92 <br />