﻿Master Agreement (E204CW)

Revised November 1, 2022
IMPORTANT - READ CAREFULLY

Unless superseded by a signed license agreement between you and Esri, Esri is
willing to provide Esri Offerings and Services to you only if you accept all
terms and conditions contained in this Agreement as the sole and final agreement
of the parties regarding your acquisition of these Esri Offerings and Services.
Please read the terms and conditions carefully. You may not use the Esri
Offerings until you have agreed to the terms and conditions of the Agreement. If
you do not agree to the terms and conditions as stated, click "I do not accept
the Master Agreement" below; you may then request a refund of applicable fees
paid.

This Master Agreement ("Agreement") is between you ("Customer") 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.

Attachment A contains definitions of capitalized terms used throughout this
Agreement. Each section of this Agreement may include additional definitions
that are used exclusively within that section.

1.0 GENERAL GRANT OF RIGHTS AND RESTRICTIONS

   1.1 Grant of Rights. In consideration of Customer's payment of all applicable
      fees and in accordance with this Agreement, Esri

      a. Provides Services as set forth in this Agreement;

      b. Grants to Customer a nonexclusive, nontransferable right and license or
         subscription to access and use Esri Offerings as set forth in the
         Specifications and applicable Ordering Documents; and

      c. Authorizes Customer to copy and make derivative works of the Documentation
         for Customer's own internal use in conjunction with Customer's authorized
         use of Esri Offerings. Customer will include the following copyright
         attribution notice acknowledging the proprietary rights of Esri and its
         licensors in any derivative work:

      "Portions of this document include intellectual property of Esri and its
      licensors and are used under license. Copyright © [Customer will insert the
      actual copyright date(s) from the source materials.] Esri and its licensors.
      All rights reserved."

      The grants of rights in this section (i) continue for the duration of the
      subscription or applicable Term or perpetually if no Term is applicable or
      identified in the Ordering Documents and (ii) are subject to additional
      rights and restrictions in this Agreement including Attachment B.

   1.2 Consultant or Contractor Access. Customer may authorize its consultants or
      contractors to 
      (i) host Esri Offerings for Customer's benefit and 
      (ii) use Esri Offerings exclusively for Customer's benefit. Customer will be
         solely responsible for its consultants' and contractors' compliance with
         this Agreement and will ensure that each consultant or contractor
         discontinues use of Esri Offerings upon completion of work for Customer.
         Access to or use of Esri Offerings by consultants or contractors that is
         not exclusively for Customer's benefit is prohibited.

   1.3 Reservation of Rights. All Esri Offerings are the copyrighted works of Esri
      or its licensors; all rights not specifically granted in this Agreement are
      reserved.

   1.4 Customer Content. Esri does not acquire any rights in Customer Content under
      this Agreement other than as needed to provide Esri Offerings and Services to
      Customer.

2.0 SOFTWARE AND ONLINE SERVICES

   2.1 Definitions. The following definitions supplement the definitions provided
      in Attachment A:

      a. "Anonymous Users" means all who have public access (i.e., without
         having to provide a Named User Credential) to any part of Customer
         Content or Customer's Value-Added Applications.

      b. "App Login Credential(s)" means a system-generated application login
         and associated password, provided when registering a Value-Added
         Application with Online Services, which when embedded in a Value-Added
         Application allows the Value-Added Application to access and use Online
         Services.

      c. "Commercial App Deployment License" means a license to distribute
         Value-Added Applications to third parties for a fee.

      d. "Concurrent Use License" means a license to install and use Software on
         computer(s) on a network, provided that the number of simultaneous
         users may not exceed the number of licenses acquired. A Concurrent Use
         License includes the right to run passive failover instances of
         Concurrent Use License management software in a separate operating
         system environment for temporary failover support.

      e. "Deployment License" means a license to incorporate ArcGIS Runtime
         components in Value-Added Applications and distribute Value-Added
         Applications to Customer's end users.

      f. "Deployment Server License" means a license to use Software under a
         Server License for all uses permitted in this Agreement and as
         described in the Documentation.

      g. "Development Server License" means a license to use Software under a
         Server License only to build and test Value-Added Applications as
         described in the Documentation.

      h. "Development Use" means the right to install and use Products to build
         and test Value-Added Applications as described in the Documentation.

      i. "Dual Use License" means the right to install Software on a desktop
         computer and use it simultaneously with either a personal digital
         assistant (PDA) or handheld mobile device as long as the Software is
         only used by a single individual at any time.

      j. "Failover License" means a license to install Software on redundant
         systems for failover operations, but the redundantly installed Software
         may be operational only during the period the primary site is
         nonoperational. Except for system maintenance and updating of
         databases, the redundant Software installation(s) will remain dormant
         while the primary site (or any other redundant site) is operational.

      k. "Named User(s)" is Customer's employee, agent, consultant, or
         contractor to whom Customer has assigned a unique, secure login
         credential (identity) enabling access to a Product that requires such
         identity in order to access identity-managed capabilities within a
         Product for Customer's exclusive benefit. For educational use, Named
         Users may include registered students.

      l. "Named User Credential(s)" means an individual person's login and
         associated password enabling that person to access and use Products.

      m. "Named User License" means the right for a single Named User to use a
         specific Esri Offering.

      n. "Online Services Subscription" means a limited-term subscription
         conveying the right for one or more Named Users to access and use
         Online Services.

      o. "Redistribution License" means a license to reproduce and distribute
         Software provided that

         1. Customer reproduces and distributes the Software in its entirety;

         2. A license agreement that protects the Software to the same extent as
            this Agreement accompanies each copy of the Software, and the
            recipient agrees to the terms and conditions of the license
            agreement;

         3. Customer reproduces all copyright and trademark attributions and
            notices; and

         4. Customer does not charge a fee to others for the use of the
            Software.

      p. "Server License" means a license to install and use Software on any
         computer being used as a server. Server Licenses may be subject to a
         limited number of server cores or distributed deployment on multiple
         servers as described in the Ordering Documents or Documentation. If the
         Software description includes failover use rights, each Server License
         includes a Failover License.

      q. "Sharing Tools" means publishing capabilities included with Customer's
         authorized use of Online Services or ArcGIS Enterprise that allow
         Customer to make Customer Content and Value-Added Applications
         available to third parties or Anonymous Users.

      r. "Single Use License" means a license for a single authorized end user to
         install and use Software on a single computer. The single authorized
         end user may also install a second copy for the end user's exclusive
         use on a second computer as long as only 1 copy of Software is in use
         at any time. No other end user may use Software under the same license
         at the same time for any other purpose.

      s. "Staging Server License" means a license to use Software under a Server
         License to build and test Value-Added Applications and map caches;
         conduct user acceptance, performance, and load testing of other
         third-party software; stage new commercial data updates; and conduct
         training activities as described in the Documentation. Customer may use
         Value-Added Applications and map caches with Development and Deployment
         Server Licenses.

   2.2 License and Subscription Types. Esri provides Products under one or more
      of the license or subscription types identified in the definitions above.
      The Documentation and Ordering Documents identify which license or
      subscription type(s) applies to the ordered Products.

   2.3 Software Terms of Use.

      a. Customer may

         1. Install, access, or store Software and Data on electronic storage
            device(s);

         2. Make archival copies and routine computer backups;

         3. Install and use a newer version of Software concurrently with the
            version to be replaced during a reasonable transition period not to
            exceed 6 months, provided that the deployment of either version does
            not exceed Customer's licensed quantity; thereafter, Customer will
            not use more Software in the aggregate than Customer's total
            licensed quantity. This concurrent use right does not apply to
            Software licensed for Development Use;

         4. Move Software in the licensed configuration to a replacement
            computer;

         5. Distribute Software and any associated Authorization Codes required
            for use of a Deployment License to third parties; and

         6. Governmental or not-for-profit organizations that operate a website
            or offer Internet services may use server Software for
            revenue-generating purposes on a cost-recovery basis and not for
            profit.

      b. Customer may customize Software using any macro or scripting language,
         APIs, or source or object code libraries but only to the extent that
         such customization is described in the Documentation.

      c. Customer may use all fonts provided with Software for any authorized
         use of the Software. Customer may also use Esri fonts separately to
         print any output created by the Software. Any use restrictions for
         third-party fonts included with the Software are set forth in the font
         file itself.

      d. Esri publishes Product-specific Software terms of use at
         https://www.esri.com/legal/scope-of-use.

   2.4 Online Services Terms of Use.

      a. Online Services Descriptions. Esri publishes Online Services
         Subscription-specific terms of use at
         https://www.esri.com/legal/scope-of-use. Use of Online Services is also
         subject to the Cloud Services terms found in Attachment B.

      b. Modifications of Online Services. Esri may change Online Services and
         associated APIs at any time, subject to 30 days' notice of material
         changes and 90 days' notice for deprecations. If any modification,
         discontinuation, or deprecation of Online Services causes a material,
         adverse impact to Customer's operations, Esri may, at its discretion,
         attempt to repair, correct, or provide a workaround for Online
         Services. If a viable solution is not commercially reasonable, Customer
         may cancel its subscription to Online Services, and when applicable,
         Esri will issue a prorated refund.

      c. Sharing Customer Content. Sharing Customer Content using Sharing Tools
         enables third parties to use, store, cache, copy, reproduce,
         (re)distribute, and (re)transmit Customer Content through Online
         Services. Esri is not responsible for any loss, deletion, modification,
         or disclosure of Customer Content resulting from use or misuse of
         Sharing Tools. Customer's use of Sharing Tools is at Customer's sole
         risk.

   2.5 Named User Licenses. Except as expressly set forth in this Agreement, the
      following terms apply to Software and Online Services for which Customer
      acquires Named User Licenses.

      a. Named Users.

         1. Named User login credentials are for designated users only and may
            not be shared with other individuals.

         2. Customer may reassign a Named User License to another user if the
            former user no longer requires access to the Software or Online
            Services.

         3. Customer may not add third parties as Named Users, other than third
            parties included within the definition of Named Users.

      b. Anonymous Users. Anonymous Users may only access Software or Online
         Services through Value-Added Applications that provide access to
         services or Content, that has been published for shared access through
         the use of Sharing Tools.

   2.6 Value-Added Applications.

      1. Customer is responsible for the development, operation, and technical
         support of Customer Content and Value-Added Applications.

      2. Customer may not embed a Named User Credential into Value-Added
         Applications. Value-Added Applications that enable access to Customer
         Content that is not publicly shared through the use of Sharing Tools
         must require individual users to log in to the application(s) with
         their unique Named User login credentials.

      3. Customer may embed an App Login Credential into Value-Added
         Applications that provide access by Anonymous Users to services or
         Content, that has been published for shared access by Anonymous Users
         through the use of Sharing Tools.

      4. Customer may not embed an App Login Credential into Value-Added
         Applications that enables access to Customer Content that is not
         publicly shared through the use of Sharing Tools. Value-Added
         Applications that enable access to Customer Content that is not
         publicly shared through the use of Sharing Tools must require
         individual users to log in to the application(s) with their unique
         Named User login credentials.

      5. Customer may not provide a third party, other than third parties
         included within the definition of Named Users, with access to Software
         or Online Services, other than through Customer's Value-Added
         Application(s).

      6. Customer may transfer Value-Added Applications to any third party for
         use in conjunction with the third party's own Software license or Online
         Services Subscription.

   2.7 Limited-Use Programs.

      a. Trial, Evaluation, and Beta Programs. Products acquired under a trial,
         evaluation, or Beta program are licensed for evaluation and testing
         purposes only and not for commercial use. Any such use is at Customer's
         own risk, and the Products do not qualify for Maintenance. If Customer
         does not convert to a purchased license or subscription prior to the
         expiration of the trial, evaluation, or Beta license, Customer may lose
         any Customer Content and customizations made during the license term.
         If Customer does not wish to purchase a license or subscription,
         Customer should export such Customer Content before the license
         expires.

      b. Educational Programs. Customer agrees to use Products provided under an
         educational program solely for educational purposes during the
         educational use Term. Customer shall not use Products for any
         Administrative Use unless Customer has acquired an Administrative Use
         license. "Administrative Use" means administrative activities that are
         not directly related to instruction or education, such as asset
         mapping, facilities management, demographic analysis, routing, campus
         safety, and accessibility analysis. Customer shall not use Products for
         revenue-generating or for-profit purposes.

      c. Grant Programs. Customer may use Products provided under a grant
         program for noncommercial purposes only. Except for cost recovery of
         using and operating the Products, Customer shall not use Products for
         revenue-generating or for-profit purposes.

      d. Other Esri Limited-Use Programs. If Customer acquires Products under
         any limited-use program not listed above, Customer'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 Agreement.

3.0 DATA

   3.1 Definitions. The following definitions supplement the definitions
      provided in Attachment A:

      a. "Business Listing Data" means any dataset that includes a list of
         businesses and may include other associated business attributes.

      b. "Esri Content Package(s)" means a digital file containing Online
         Services basemap Data extracted from the Online Services.

      c. "Street Data" means Data that includes or depicts information about
         roads, streets, and related features.

   3.2 Permitted Uses.

      a. Unless otherwise authorized in writing, Customer may only use Data with
         the Products for which Esri has provided the Data.

      b. Subject to the restrictions set forth in this Agreement and provided
         that Customer affixes an attribution statement to the Data
         representations acknowledging Esri or its applicable licensor(s) as the
         source of the portion(s) of the Data used for the Data representation,
         Customer may:

         1. Create representations of Data in hard-copy or static, electronic
            format (e.g., PDF, GIF, JPEG, HTML); in ArcGIS Web Maps; or in Esri
            Story Maps apps for the purposes of visualizing Data (including
            basic interactions such as panning, zooming, and identifying map
            features with simple pop-ups); and

         2. Use and include such representations of Data in presentation
            packages, marketing studies, or other reports or documents
            containing map images or data summaries derived from the use of Esri
            Products to third parties.

      c. Customer may take Online Services basemaps offline through Esri Content
         Packages and subsequently deliver (transfer) them to any device for use
         with licensed ArcGIS Runtime applications and ArcGIS Desktop. Customer
         may not otherwise scrape, download, or store Data.

      d. Customer may make any internal use of geocoded results that are
         obtained and stored in compliance with this Agreement. Customer may not
         redistribute geocoded results except to 

         (i) use and/or display on a map in connection with Customer's public,
            non-revenue generating website(s), 

         (ii) permit access to third-parties for the purposes of Customer's
            business, or 

         (iii) deliver to third parties, on a noncommercial/non-revenue
            generating basis, static results, static output or static base map
            renderings.

   3.3 Use Restrictions.

      a. Customer may not act directly or authorize its customers to cobrand
         Data, use Data in any unauthorized service or product, or offer Data
         through or on behalf of any third party.

      b. Customer may not use or allow third parties to use Data, for the
         purpose of compiling, enhancing, verifying, supplementing, adding to,
         or deleting from compilation of information that is sold, rented,
         published, furnished, or in any manner provided to a third party.

      c. Business Listing Data. Unless authorized in writing, Customer may not
         use Business Listing Data for any direct marketing purposes, resale
         publication, or distribution to any third party as part of any mailing
         list, directory, classified advertising, or other compilation of
         information.

      d. Street Data. Customer may use Street Data for mapping, geocoding,
         routing, and transportation network analysis purposes. Unless otherwise
         authorized in writing, Customer may not use Street Data for

         1. Real-time navigational guidance, including alerting a user about
            upcoming maneuvers, such as warning of an upcoming turn or
            calculating an alternate route if a turn is missed;

         2. Synchronized multivehicle routing; or

         3. Synchronized route optimization.

      e. Business Analyst Data. Customer may cache Data provided with ArcGIS
         Business Analyst Mobile App on a mobile device for use in conjunction
         with its use of ArcGIS Business Analyst Server. Customer may not
         otherwise cache or download such Data.

      f. Partial Dataset Licenses: If Customer orders a subset of a dataset
         (e.g., a country, region, state, or local portion of a global
         database), Customer may use only the licensed subset, not any other
         portion of the full dataset.

      g. Michael Bauer Research International Boundaries Data ("MBR Data").
         Customer's right to use data downloaded to Customer's premises (e.g.,
         MBR Data stored in ArcGIS Enterprise, ArcGIS Desktop) terminates
         2 years after download.

   3.4 Supplemental Terms and Conditions for Data. Certain Data licensors
      require Esri to flow down additional attribution requirements and terms of
      use to Customer. These terms supplement and amend the terms of this
      Agreement and are available at www.esri.com/legal/third-party-data.

4.0 MAINTENANCE

   4.1 US Customers. Esri will provide Maintenance for Software and Online
      Services in accordance with the Esri Maintenance and Support Program and
      this Agreement if Customer is in the United States.

   4.2 Customers outside the United States. Customer may obtain maintenance
      services from their local Esri authorized distributor under the authorized
      distributor's own standard support policy and in accordance with the Esri
      Product Life Cycle Support Policy.

5.0 SERVICES

   5.1 US Customers. Esri may provide Esri Managed Cloud Services, Training, or
      Professional Services including Advantage Program to US Customers under an
      applicable Ordering Document. Unless Customer has signed an agreement with
      Esri establishing terms and conditions for such Services, Esri's
      performance is subject to the Services terms and conditions incorporated
      by reference and found at
      https://www.esri.com/content/dam/esrisites/en-us/media/legal/services/ma-services.pdf.
      A printed copy of these terms and conditions will be provided upon
      request.

   5.2 Customers outside the United States. Customers outside of the United
      States may obtain Services from their local authorized distributor.

ATTACHMENT A
GLOSSARY OF TERMS

The following glossary of terms applies to all Esri Offerings and Services that
Esri may provide to its customers. Certain Esri Offerings or Services may not be
within the scope of this Agreement. Please disregard any terms that are not
applicable to Esri Offerings or Services offered under this Agreement.

"Affiliate" means any entity that directly or indirectly (i) Controls; (ii) is
Controlled by; or (iii) is under common Control with a party, where "Control"
means having more than 50 percent of the voting stock or other voting interest
in the Controlled entity.

"API" means application programming interface.

"ArcGIS Website" means www.arcgis.com and any related or successor websites.

"Authorization Code(s)" means any key, authorization number, enablement code,
login credential, activation code, token, user name and password, or other
mechanism required for use of Esri Offerings.

"Beta" means any alpha, beta, or other prerelease version of a Product.

"Cloud Services" means Online Services and Esri Managed Cloud Services.

"Content" means data, images, photographs, animations, video, audio, text, maps,
databases, data models, spreadsheets, user interfaces, graphics components,
icons, software, and other resources used in connection with Esri Offerings and
Services.

"Control" means having more than 50 percent of the voting stock or other voting
interest in the Controlled entity.

"Customer Content" means any Content that Customer provides, uses, or develops
in connection with Customer's use of Esri Offerings or Services, including
Value-Added Applications. Customer Content excludes any feedback, suggestions,
or requests for improvements that Customer provides to Esri.

"Data" means any commercially available digital dataset(s) including, but not
limited to, geographic vector data, raster data reports, or associated tabular
attributes that Esri bundles with other Esri Offerings or delivers
independently.

"Deliverables" means anything that Esri delivers to Customer as a result of
performance of Professional Services.

"Documentation" means all user reference documentation that Esri provides with a
Deliverable or an Esri Offering.

"Esri Managed Cloud Services" means a Customer-specific cloud infrastructure,
Software, Data, and network platform that Esri hosts, manages, and makes
available to Customer or Customer's end users via the Internet.

"Esri Offering(s)" means any Product or Documentation. If Esri provides Training
or Professional Services directly to Customer, then Esri Offerings also include
Deliverables and Training Materials. Esri Offerings exclude Services and
Third-Party Content.

"GIS" means geographic information system.

"Maintenance" means a subscription program that Esri provides and that entitles
Customer to Product updates and other benefits such as access to technical
support and self-paced, web-based learning resources.

"Malicious Code" means software viruses; worms; time bombs; Trojan horses; or
any other computer code, files, denial of service, or programs designed to
interrupt, destroy, or limit the functionality of any computer software,
hardware, or telecommunications equipment.

"Online Services" means any commercially available, Internet-based geospatial
system that Esri provides, including applications and associated APIs for
storing, managing, publishing, and using maps, data, and other information.
Online Services exclude Data and Content.

"Ordering Document(s)" means a sales quotation, Maintenance renewal quote,
purchase order, proposal, Task Order, or other document identifying Esri
Offerings, updates, or Services that Customer orders.

"Perpetual License" means a license to use a version of the Esri Offering for
which applicable license fees have been paid, indefinitely, unless terminated by
Esri or Customer as authorized under this Agreement.

"Product(s)" means Software, Data, and Online Services.

"Professional Services" means any development or consulting services that Esri
provides to Customer.

"Sample(s)" means sample code, sample applications, add-ons, or sample
extensions of Products.

"Service(s)" means Maintenance. If Esri provides Esri Managed Cloud Services,
Training, or Professional Services directly to Customer, then Services also
include Esri Managed Cloud Services, Training, and Professional Services.

"Software" means any proprietary commercial off-the-shelf software, excluding
Data, accessed or downloaded from an Esri-authorized website or that Esri
delivers on any media in any format including backups, updates, service packs,
patches, hot fixes, or permitted merged copies.

"Specification(s)" means (i) the Documentation for Software and Online Services,
(ii) the scope of work set forth in any Task Order, or (iii) Esri's published
course descriptions for Training.

"Task Order(s)" means an Ordering Document for Services.

"Term License" means a license for use of an Esri Offering for a limited time
period ("Term").

"Subscription" means a license for use of an Esri Offering for a limited time
period or a right to receive Services for a limited time period.

"Third-Party Content" means any Content that Customer may obtain from a
third-party website or that persons other than Esri employees, suppliers, or
contractors may directly contribute to Esri's website.

"Training" means (i) Product training or (ii) related training that Esri
provides under this Agreement.

"Training Materials" means digital or printed Content required to complete
Training, which may include, but is not limited to, workbooks, data, concepts,
exercises, assessments, and exams.

"Value-Added Application(s)" means an application developed by Customer for use
in conjunction with the authorized use of any Software, Data, or Online
Services.

ATTACHMENT B
GENERAL TERMS AND CONDITIONS

The following general terms and conditions apply to all Esri Offerings and
Services that Esri may offer to its customers. Certain Esri Offerings or
Services may not be available under this Agreement. Please disregard any terms
that are not applicable to Esri Offerings or Services offered under this
Agreement.

   ARTICLE B.1 - GENERAL USE RESTRICTIONS

   Except as expressly permitted in this Agreement, Customer will not

   a. Sell, rent, lease, sublicense, distribute, lend, time-share, or assign
      Services or Esri Offerings;

   b. Distribute or provide direct access to Services or Esri Offerings to third
      parties, in whole or in part, including, but not limited to, extensions,
      components, or DLLs;

   c. Distribute Authorization Codes to third parties;

   d. Reverse engineer, decompile, or disassemble any Product or Deliverable
      delivered in compiled form;

   e. Make any attempt to circumvent the technological measure(s) that controls
      access to or use of Esri Offerings;

   f. Store, cache, use, upload, distribute, or sublicense Content or otherwise
      use Esri Offerings in violation of Esri's or a third-party's rights,
      including intellectual property rights, privacy rights, nondiscrimination
      laws, export laws, or any other applicable law or regulation;

   g. Remove or obscure any Esri or its licensors' patent, copyright, trademark,
      proprietary rights notices, or legends contained in or affixed to any Esri
      Offerings, output, metadata file, or online or hard-copy attribution page
      of any Data or Documentation;

   h. Unbundle or independently use individual or component parts of Esri
      Offerings;

   i. Incorporate any portion of Esri Offerings into a product or service for
      third-party use that competes with the Esri Offerings;

   j. Publish or in any other way communicate the results of benchmark tests run
      on Beta Products without the prior written permission of Esri and its
      licensors; or

   k. Use, incorporate, modify, distribute, provide access to, or combine any
      Esri Offerings in a manner that would subject any Esri Offering to
      open-source or open-database license terms (e.g. GPL) that require any
      part of the Esri Offering to be subject to additional terms, for example

      1. Disclosed in source code form to third parties;

      2. Licensed to third parties for the purpose of making derivative works;
         or

      3. Redistributable to third parties at no charge; or

   l. Generate revenue by providing access to Software or Online Services
      through a Value-Added Application.

   These restrictions will not apply to the extent that they conflict with
   applicable law or regulation.

ARTICLE B.2 - TERM AND TERMINATION

   B.2.1 Customer may terminate this Agreement or any Esri Offerings license or
      subscription at any time upon written notice to Esri. Termination without
      cause does not entitle Customer to receive any refund of fees paid. Any
      right to terminate pending Services engagements for convenience is set
      forth in the applicable section in the body of this Agreement. Either
      party may terminate this Agreement or any license or subscription for a
      material breach that is not cured within 30 days of written notice to the
      breaching party. Upon any termination of this Agreement for breach, Esri
      will stop providing Services. Any licenses in Esri Offerings that survive
      termination of this Agreement continue under the terms of this Agreement.

   B.2.2 If Esri terminates this Agreement following Customer's breach, then
      Esri may also, at its election, terminate Customer's licenses or
      subscriptions to Esri Offerings. If Customer terminates this Agreement for
      cause or convenience, then Customer may, at its election, also terminate
      Customer's licenses or subscriptions to Esri Offerings.

   B.2.3 Upon any termination or expiration of a license or subscription,
      Customer will

      a. Stop accessing and using the terminated or expired Esri Offerings;

      b. Clear any client-side data cache derived from the terminated or expired
         Cloud Services; and
   
      c. Stop using and uninstall, remove, and destroy all copies of the
         terminated or expired Esri Offerings in Customer'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.

   Esri may stop performing Services immediately upon written notice to Customer
   if a bankruptcy or insolvency proceeding is commenced by or against Customer
   until the trustee cures any existing defaults and provides adequate assurance
   of future performance under this Agreement. This Agreement terminates upon
   the insolvency, liquidation, or dissolution of either party.

ARTICLE B.3 - LIMITED WARRANTIES AND DISCLAIMERS

   B.3.1 Limited Warranties. Except as disclaimed below, Esri warrants to
      Customer that (i) Products and Training will substantially comply with the
      applicable Specifications and (ii) Services will substantially conform to
      the professional and technical standards of the industry. The warranty
      period for Esri Offerings offered under a Perpetual License and for
      Services runs for 90 days from the date of delivery or from the date of
      acceptance if this Agreement provides an acceptance period. The warranty
      period for Esri Offerings offered under a subscription or Term License
      basis runs for the lesser of (i) the duration of the subscription or term
      or (ii) 90 days from delivery or acceptance if this Agreement provides an
      acceptance period.

   B.3.2 Special Disclaimer. Third-Party Content; Data; Samples; hot fixes;
      patches; updates; Online Services provided at no charge; and trial,
      evaluation, and Beta Products are delivered "as is" and without warranty
      of any kind.

   B.3.3 General Disclaimer. Except for the express limited warranties set forth
      in this Agreement, Esri disclaims all other warranties or conditions of
      any kind, whether express or implied, including, but not limited to,
      warranties or conditions of merchantability, fitness for a particular
      purpose, and noninfringement of intellectual property rights. Esri is not
      responsible for any nonconformities with Specifications or loss, deletion,
      modification, or disclosure of Customer Content caused by Customer's
      modification of any Esri Offering other than as specified in the
      Documentation. Esri does not warrant that Esri Offerings, or Customer's
      operation of the same, will be uninterrupted, error free, fault tolerant,
      or fail-safe or that all nonconformities can or will be corrected. Esri
      Offerings are not designed, manufactured, or intended for use in
      environments or applications that may lead to death, personal injury, or
      physical property or environmental damage. Customer should not follow any
      navigational route suggestions that appear to be hazardous, unsafe, or
      illegal. Any such uses will be at Customer's own risk and cost.

   B.3.4 Disclaimers.

      a. Internet Disclaimer. Neither party will be liable for damages under any
         theory of law related to the performance or discontinuance of operation
         of the Internet or to regulation of the Internet that might restrict or
         prohibit the operation of Cloud Services.

      b. Third-Party Websites; Third-Party Content. Esri is not responsible for
         any third-party website or Third-Party Content that appears in or is
         referenced by Esri Offerings or Esri websites, including www.esri.com,
         developers.arcgis.com, livingatlas.arcgis.com and www.arcgis.com.
         Providing links to third-party websites and resources does not imply an
         endorsement, affiliation, or sponsorship of any kind.

   B.3.5 Exclusive Remedy. Customer's exclusive remedy and Esri's entire
      liability for breach of the limited warranties in this section will be to
      replace any defective media and to (i) repair, correct, or provide a
      workaround for the applicable Esri Offering or Services or (ii) at Esri's
      election, terminate Customer's right to use and refund the fees paid for
      Esri Offerings or Services that do not meet Esri's limited warranties.

ARTICLE B.4 - LIMITATION OF LIABILITY

   B.4.1 Disclaimer of Liability. Neither Customer, Esri, nor any Esri
      authorized distributor or third party licensor will be liable for any
      indirect, special, incidental, or consequential damages; lost profits;
      lost sales; loss of goodwill; costs of procurement of substitute goods or
      services; or damages exceeding the applicable license fees, or current
      subscription fees, or Services fees paid or owed to Esri for the Esri
      Offerings or Services giving rise to the cause of action.

   B.4.2 The limitations and exclusions of liability in the preceding paragraph
      do not apply to Customer's infringement, misuse, or misappropriation of
      Esri's or Esri's licensors' intellectual property rights, either party's
      indemnification obligations, gross negligence, willful misconduct, or
      violations of the Export Compliance clause of this Agreement or any
      applicable law or regulation.

   B.4.3 Applicability of Disclaimers and Limitations. Esri or its authorized
      distributor has set its fees and entered into this Agreement in reliance
      on the disclaimers and limitations in this Agreement; the fees reflect an
      allocation of risk that is an essential basis of the bargain between the
      parties. These limitations will apply whether or not a party is aware of
      the possibility of any damage and notwithstanding any failure of essential
      purpose of any exclusive, limited remedy.

   B.4.4 The foregoing disclaimers, limitations, and exclusions may be invalid
      in some jurisdictions and apply only to the extent permitted by applicable
      law or regulation in Customer's jurisdiction. Customer may have additional
      rights that may not be waived or disclaimed. Esri does not seek to limit
      Customer's warranty or remedies to any extent not permitted by law.

ARTICLE B.5 - INDEMNIFICATIONS

   B.5.1 Definitions. The following definitions supplement the definitions
      provided in Attachment A:

      a. "Claim" means any claim, action, or demand by a third party.

      b. "Indemnitees" means Customer and its directors, officers, and
         employees.

      c. "Infringement Claim(s)" means any Claim alleging that Customer's use of
         or access to any Esri Offering or Service infringes a patent,
         copyright, trademark, or trade secret.

      d. "Loss(es)" means expenditure, damage award, settlement amount, cost, or
         expense, including awarded attorneys' fees.

   B.5.2 Infringement Indemnity.

   a. Esri will defend, hold all Indemnitees harmless from, and indemnify any
      Loss arising out of an Infringement Claim.

   b. If Esri determines that an Infringement Claim is valid, Esri may, at its
      expense, either (i) obtain rights for Customer to continue using the Esri
      Offerings or Services or (ii) modify the Esri Offerings or Services while
      maintaining substantially similar functionality. If neither alternative is
      commercially reasonable, Esri may terminate Customer's right to use the
      Esri Offerings or Services and will refund any (a) license fees that
      Customer paid for the infringing Esri Offerings or Services acquired under
      a Perpetual License, prorated on a 5-year, straight-line depreciation
      basis beginning from the initial date of delivery or (b) unused portion of
      fees paid for Term Licenses, subscriptions, and Maintenance.

   c. Esri has no obligation to defend an Infringement Claim or to indemnify
      Customer to the extent the Infringement Claim arises out of (i) the
      combination or integration of Esri Offerings or Services with a product,
      process, system, or element that Esri has not supplied or specified in the
      Specification; (ii) alteration of Esri Offerings or Services by anyone
      other than Esri or its subcontractors; (iii) compliance with Customer's
      specifications; or (iv) use of Esri Offerings or Services after Esri
      either provides a modified version to avoid infringement or terminates
      Customer's right to use the Esri Offerings or Services.

   B.5.3 General Indemnity. Esri will defend and hold all Indemnitees harmless
      from, and indemnify any Loss arising out of, any Claim for bodily injury,
      death, or tangible or real property damage brought against any of the
      Indemnitees to the extent arising from any negligent act or omission or
      willful misconduct by Esri or its directors, officers, employees, or
      agents performing Services while on Customer's site.

   B.5.4 Conditions for Indemnification. As conditions for indemnification, but
      for those defined as Infringement Claims (see B.5.2 c.), Indemnitee will
      (i) promptly notify Esri in writing of the Claim, (ii) provide all
      available documents describing the Claim, (iii) give Esri sole control of
      the defense of any action and negotiation related to the defense or
      settlement of any Claim, and (iv) reasonably cooperate in the defense of
      the Claim at Esri's request and expense.

   B.5.5 This section sets forth the entire obligation of Esri, its authorized
      distributor, and its third party licensors regarding any Claim for which
      Esri must indemnify Customer.

ARTICLE B.6 - INSURANCE

   If Esri is providing Services, Esri will carry, at a minimum, the following
   coverage:

   a. Comprehensive general liability or commercial general liability with a
      minimum coverage of $1,000,000.00 (US dollars) combined single limit per
      occurrence for bodily injury, including death, and property damage
      liability to include the following:

      1. Premises and operations;

      2. Blanket contractual liability;

      3. Broad form property damage;

      4. Independent contractors;

      5. Personal injury, with employee exclusion deleted; and

      6. Completed operations.

   b. Workers' compensation insurance, with waiver of subrogation, in an amount
      that complies with statutory limits.

ARTICLE B.7 - SECURITY AND COMPLIANCE

   B.7.1 Security. Esri publishes its security capabilities at
      https://trust.arcgis.com. Customer may give Esri personnel access to
      Customer systems or to Customer or third-party personal information,
      controlled information, or sensitive data if access is essential for
      Esri's performance of Services and if Esri expressly agrees to such
      access. Esri will use reasonable administrative, technical, and physical
      safeguards to protect such data and guard against unauthorized access.
      Customer bears responsibility to (i) confirm that Esri's published
      security and privacy controls meet all applicable legal requirements for
      protection of Customer Content and (ii) upload or share Customer Content
      through Cloud Services only when it is legal to do so. Esri is not
      responsible to review Customer Content to ensure compliance with
      applicable laws and regulations. Customer must contact Esri at
      securesupport@esri.com for further instruction before providing any
      Customer Content that requires security measures other than Esri's
      published security capabilities.

   B.7.2 Malicious Code. Esri will use commercially reasonable efforts to ensure
      that Esri Offerings will not transmit any Malicious Code to Customer. Esri
      is not responsible for Malicious Code that Customer introduces to Esri
      Offerings or that is introduced through Third-Party Content.

   B.7.3 Export Compliance. Each party will comply with all applicable export
      and trade sanctions laws and regulations, including the US Department of
      Commerce's Export Administration Regulations (EAR), the US Department of
      State's International Traffic in Arms Regulations (ITAR), the US
      Department of Treasury, Office of Foreign Assets Control (OFAC)
      Regulations, and other applicable export laws. Customer will not export,
      reexport, transfer, release, or otherwise dispose of, in whole or in part,
      or permit access to or transfer or use of Services or Esri Offerings to
      any United States embargoed countries currently including Iran, Syria,
      North Korea, Cuba, Crimea region of Ukraine, the Donetsk People's Republic
      (DNR) and Luhansk People's Republic (LNR), or denied entities or persons
      except in accordance with all then-current applicable US government export
      laws and regulations. Customer will not export, reexport, transfer, or use
      Services or Esri Offerings for certain missile, nuclear, chemical, or
      biological activities or end uses without proper authorization from the US
      government. Customer shall immediately notify Esri in writing if any US
      government entity or agency denies, suspends, or revokes Customer's export
      privileges. Customer will not upload, store, or process in Cloud Services
      any Customer Content that (i) has an Export Control Classification Number
      (ECCN) other than EAR99 or (ii) is controlled for export from the United
      States under ITAR. Customer will notify Esri in advance if Esri's
      performance of any Services or provision of any Esri Offerings is related
      to any defense article, defense service, or technical data, as defined
      under the ITAR Sections 120.31, 120.32 and 120.33, respectively; Esri will
      not perform any such Services or provide any such Esri Offerings until
      Esri obtains any necessary export license from the US government. Customer
      will reasonably assist Esri in applying for and obtaining an export
      license if needed.

   B.7.4 Privacy. Esri will process personal data according to the terms of the
      Data Processing Addendum available at
      https://www.esri.com/en-us/privacy/overview.

ARTICLE B.8 - CLOUD SERVICES

   B.8.1 Prohibited Uses. Customer shall not provide Customer Content or
      otherwise access or use Cloud Services in a manner that

      a. Creates or transmits spam, spoofings, or phishing email or offensive,
         hate-related or defamatory material; or stalks or makes threats of
         physical harm;

      b. Stores or transmits any Malicious Code;

      c. Violates any law or regulation;

      d. Infringes or misappropriates the rights of any third party;

      e. Probes, scans, or tests the vulnerability of Cloud Services or breach
         any security or authentication measures used by Cloud Services without
         written approval from Esri's Product Security Officer; or

      f. Benchmarks the availability, performance, or functionality of Cloud
         Services.

   B.8.2 Service Interruption. System failures or other events beyond Esri's
      reasonable control may interrupt Customer's access to Cloud Services. Esri
      may not be able to provide advance notice of such interruptions.

   B.8.3 Customer Content.

      a. Customer grants Esri and its subcontractors a nonexclusive,
         nontransferable, worldwide right to host, run, modify, and reproduce
         Customer Content as needed to provide Cloud Services to Customer. Esri
         will not access, use, or disclose Customer Content without Customer's
         written permission except as reasonably necessary to support Customer's
         use of Cloud Services. Except for the limited rights granted to Esri
         under this Agreement, Customer retains all its rights, title, and
         interest in the Customer Content.

      b. If Customer accesses Cloud Services with an application provided by a
         third party, Esri may disclose Customer Content to such third party as
         necessary to enable interoperation between the application, Cloud
         Services, and Customer Content.
      
      c. Esri may disclose Customer Content if required to do so by law or
         regulation or by order of a court or other government body, in which
         case Esri will reasonably attempt to limit the scope of disclosure.
      
      d. When Customer's use of Cloud Services ends, Esri will either

         1. Make Customer Content available to Customer for download for a
            period of 30 days unless Customer requests a shorter window of
            availability or Esri is legally prohibited from doing so; or

         2. Download all Customer Content in Esri's possession to a medium of
            Customer's choosing and deliver such Customer Content to Customer.

      Esri will have no further obligations to store or return Customer Content at
      the conclusion of the Cloud Services.

   B.8.4 Removal of Customer Content. Esri may remove or delete Customer Content
      if there is reason to believe that uploading Customer Content to or using
      it with Cloud Services materially violates this Agreement. If reasonable
      under these circumstances, Esri will notify Customer before removing
      Customer Content. Esri will respond to any Digital Millennium Copyright
      Act takedown notices in accordance with Esri's copyright policy, available
      at www.esri.com/legal/dmca_policy.

   B.8.5 Service Suspension. Esri may suspend access to Cloud Services (i) if
      Customer materially breaches this Agreement and fails to timely cure the
      breach; (ii) if Esri reasonably believes that Customer's use of Cloud
      Services will subject Esri to immediate liability or adversely affect the
      integrity, functionality, or usability of the Cloud Services; (iii) for
      scheduled maintenance; (iv) to enjoin a threat or attack on Cloud
      Services; or (v) if Cloud Services become prohibited by law or regulated
      to a degree that continuing to provide them would impose a commercial
      hardship. When feasible, Esri will notify Customer of any Cloud Services
      suspension beforehand and give Customer reasonable opportunity to take
      remedial action.

      Esri is not responsible for any damages, liabilities, or losses that may
      result from any interruption or suspension of Cloud Services or removal of
      Customer Content as described above.

   B.8.6 Notice to Esri. Customer will promptly notify Esri if Customer becomes
      aware of any unauthorized use of Customer's subscription or any other
      breach of security regarding Cloud Services.

ARTICLE B.9 - GENERAL PROVISIONS

   B.9.1 Payment. Customer will pay each correct invoice no later than 30 days
      after receipt and will remit payment to the address stated on the invoice.
      Customers outside the United States will pay the authorized distributor's
      invoices in accordance with the authorized distributor's payment terms.

   B.9.2 Feedback. Esri may freely use any feedback, suggestions, or requests
      for Product improvement that Customer provides to Esri.

   B.9.3 Patents. Customer 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 Products. This express prohibition on patenting will not apply to
      Customer's software and technology except to the extent that Products, or
      any portion thereof, are part of any claim or preferred embodiment in a
      patent application or a similar application.

   B.9.4 Restrictions on Solicitation. Neither party will solicit for hire any
      employee of the other party who is associated with the performance of
      Services during the performance of the Services and for a period of 1 year
      thereafter. This does not restrict either party from publicly advertising
      positions for hire in newspapers, professional magazines, or Internet
      postings.

   B.9.5 Taxes and Fees; Shipping Charges. Pricing of Esri Offerings and
      Services that Esri quotes to Customer is exclusive of any and all
      applicable taxes or fees including, but not limited to, sales tax, use
      tax, or value-added tax (VAT); customs, duties, or tariffs; shipping and
      handling charges; and vendor enrollment fees. Esri will add any fees that
      it is required to pay to the total amount of its invoice to Customer. Esri
      may include estimated taxes and shipping and handling charges in its
      quotations but may adjust these fees on invoicing. For Customers outside
      the United States, the authorized distributor may quote taxes or fees in
      accordance with its own policies.

   B.9.6 Compliance Review. Customer will keep accurate and complete records and
      accounts pertaining to its compliance with its obligations under this
      Agreement. Esri or its authorized distributor may conduct a compliance
      review of these records and accounts with no less than 14 business days'
      written notice or may appoint an independent third party to conduct such a
      compliance review on its behalf. Customer will promptly correct any
      noncompliance identified during the compliance review. Neither Esri nor
      Esri's authorized distributor may conduct a compliance review of Customer
      within 12 months after the conclusion of any prior compliance review that
      does not reveal any material Customer noncompliance.

   B.9.7 No Implied Waivers. The failure of either party to enforce any
      provision of this Agreement is not a waiver of the provisions or of the
      right of such party thereafter to enforce that or any other provision.

   B.9.8 Severability. If any provision of this Agreement is held to be
      unenforceable for any reason, (i) such provision will be reformed only to
      the extent necessary to make the intent of the language enforceable, and
      (ii) all other provisions of this Agreement will remain in effect.

   B.9.9 Successor and Assigns. Customer will not assign, sublicense, or
      transfer Customer's rights or delegate Customer's obligations under this
      Agreement without Esri's and its authorized distributor's prior written
      consent, and any attempt to do so without consent will be void. This
      Agreement will be binding on the respective successors and assigns of the
      parties to this Agreement. Notwithstanding, a contractor under contract to
      the government to deliver Products may assign this 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
      Agreement. Upon mutual agreement, Esri's Affiliates may provide Services
      under the terms of this Agreement; in such cases, the Ordering Documents
      will identify the Affiliate as the party that provides the Services.
      Esri's authorized distributors are not Affiliates of Esri.

   B.9.10 Survival of Terms. The Glossary of Terms and provisions of the
      following Articles of these General Terms and Conditions will survive the
      expiration or termination of this Agreement: "Limited Warranties and
      Disclaimers," "Limitation of Liability," "Indemnifications," and "General
      Provisions."

   B.9.11 US Government Customer. The Products are commercial items, developed
      at private expense, provided to Customer under this Agreement. If Customer
      is a US government entity or US government contractor, Esri licenses or
      provides subscriptions to Customer in accordance with this Agreement under
      FAR Subparts 12.211/12.212 or DFARS Subpart 227.7202. Esri Data and Online
      Services are licensed or subscribed under the same DFARS Subpart 227.7202
      policy as commercial computer software for acquisitions made under DFARS.
      Products are subject to restrictions, and this Agreement strictly governs
      Customer's use, modification, performance, reproduction, release, display,
      or disclosure of Products. Agreement provisions that are inconsistent with
      federal law regulation will not apply. A US government Customer may
      transfer Software to any of its facilities to which it transfers the
      computer(s) on which it has installed such Software. If any court,
      arbitrator, or board holds that a US government Customer has greater
      rights to any portion of Products under applicable public procurement law,
      such rights will extend only to the portions affected. ArcGIS Online has
      been granted FedRAMP tailored low authorization but does not meet higher
      security requirements including those found in DFARS 252.239-7010.

   B.9.12 Governing Law. This Agreement is not subject to the United Nations
      Convention on Contracts for the International Sale of Goods.

      a. Government Entities. If Customer is a government entity, the applicable
         laws of Customer's jurisdiction govern this Agreement.

      b. Nongovernment Entities. US federal law and the law of the State of
         California exclusively govern this Agreement, excluding their
         respective choice of law principles.

   B.9.13 Dispute Resolution. The parties will use the following dispute
      resolution processes:

   a. Equitable Relief. Either party will 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.

   b. US Government Agencies. This Agreement is subject to the Contract Disputes
      Act of 1978, as amended (41 USC 601–613).

   c. Other Government Entities. Esri will comply with mandatory dispute
      resolutions under applicable law.

   d. Arbitration. Except as noted above, the parties will submit to binding
      arbitration to resolve any dispute arising out of or relating to this
      Agreement that cannot be settled through negotiation. If Customer is in the
      United States or one of its territories or outlying areas, the Commercial
      Arbitration Rules of the American Arbitration Association will govern the
      arbitration proceedings. If Customer is outside the United States, the Rules
      of Arbitration of the International Chamber of Commerce will govern the
      proceedings. The parties will select a single arbitrator in accordance with
      the applicable arbitration rules. The language of the arbitration will be
      English. Arbitration will be at an agreed-upon location. Either party will,
      at the request of the other, make available documents or witnesses relevant
      to the major aspects of the dispute.

   B.9.14 Force Majeure. A party will not be liable for any failure of or delay
      in the performance of this Agreement for the period that such failure or
      delay is due to causes beyond the party's reasonable control. Such causes
      may include, but are not limited to, acts of God, war, strikes, labor
      disputes, cyber attacks, laws, regulations, government orders, or any
      other force majeure event.

   B.9.15 Independent Contractor. Esri is and at all times will be an
      independent contractor. Nothing in this Agreement creates an
      employer/employee, principal/agent, or joint venture relationship between
      Esri or its authorized distributor and Customer. No party has any
      authority to enter into contracts on behalf of another party or otherwise
      act on behalf of another party.

   B.9.16 Notice. Customer may send notices required under this Agreement to
      Esri at the following address:

      Environmental Systems Research Institute, Inc.
      Attn.: Contracts and Legal Department
      380 New York Street
      Redlands, CA 92373-8100
      USA
      Tel.: 909-793-2853
      Email: LegalNotices@esri.com

