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<br />GENERAL LICENSE TERMS AND CONDITIONS
<br />(E200 5/04)
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<br />ESRI, 380 New York 51., Redlands, CA 92373-8100 USA' TEL 909-793.2853. FAX 909.793-5953
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<br />ARTICLE I-DEFINITIONS
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<br />Definitions-As used herein, the following words, phrases, or terms in this Agreement shall have the following meanings:
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<br />(a) "Software" means the actual copy of all or any portion of ESRI's proprietary geographic information system (GIS)
<br />software technology, computer software code, components, dynamic link libraries (DLLs), and programs delivered
<br />on any media, including, but not limited to, alpha, beta, prerelease, restricted version(s), or final commercial release
<br />provided in source, object, or executable code format(s), inclusive of backups, updates, or merged copies permitted
<br />hereunder or subsequently supplied under this Agreement.
<br />(b) "Data" means any ESRI or third party data vendor(s) digital data set(s) including, but not limited to, geographic,
<br />vector data coordinates, raster, or associated tabular attributes in ESRI@ GIS software compatible format(s) supplied
<br />under this Agreement.
<br />(c) "Documentation" means all of the printed and digital materials including, but not limited to, user documentation,
<br />training documentation, or technical information and briefings supplied under this Agreement.
<br />(d) "License Manager" means the nondestructive license management software program or hardware key, or similar
<br />copy protection mechanism, which controls the distribution of the licensed number of Software copies to requesting
<br />end user(s) of Licensee.
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<br />ARTICLE 2-INTELLECTUAL PROPERTY RIGHTS AND RESERVATION OF OWNERSHIP
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<br />The Software, Data, and Documentation are owned by ESRI and its licensor(s) and are protected by United States laws and
<br />applicable international laws, treaties, and conventions regarding intellectual property or proprietary rights. ESRI and its
<br />licensor(s) retain all rights, title, and ownership not granted herein to all copies of the Software, Data, and Documentation
<br />licensed under this Agreement. From the date of receipt, Licensee agrees to use reasonable effort to protect the Software,
<br />Data, and Documentation from unauthorized use, reproduction, distribution, or publication. All rights not specifically
<br />granted in this Agreement are reserved to ESRI and its licensor(s).
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<br />ARTICLE 3-GRANT OF LICENSE
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<br />3.1 Grant of License--In consideration of the mutual promises and covenants provided herein and for other good and
<br />valuable consideration, and conditioned upon compliance with all of the terms and conditions set forth in the Agreement
<br />including, but not limited to, Article 4, ESRI grants to Licensee a personal, nonexclusive, nontransferable license to
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<br />(a) Use the Software, Data, and Documentation as a single package for Licensee's own internal use only; and
<br />(b) Access and use any secure ESRI Web site resources made available to Licensee for Licensee's internal use only,
<br />provided that Licensee follows ESRI's terms of use policy specified therein. All password or controlled access
<br />information provided by ESRI shall be treated as ESRI confidential information.
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<br />3.2 Beta License--In the event ESRI accepts Licensee into a current Beta Testing program, Licensee may be provided
<br />copies of alpha, beta, and/or prerelease (hereinafter collectively referred to as "Beta") Software for the limited purpose of
<br />testing the Beta Software in accordance with the Beta testing policies then in effect. Beta Software and Documentation
<br />delivered are confidential and proprietary to ESRI and contain trade secrets, inclusive of unpublished specifications. In
<br />consideration of the rights granted herein, Licensee agrees to retain all Beta Software and Documentation provided to
<br />Licensee in confidence. Licensee shall maintain all results of testing in confidence and agrees not to disclose to any third
<br />party details pertaining to the Beta Software, Documentation, test results, or errors encountered. ESRI reserves the right to
<br />determine which Beta Software and Documentation, subsequent interim beta release(s), or patch(es) will be made available to
<br />Licensee to test during the term of the Agreement. Beta Software is subject to change prior to its commercial release and
<br />may never be commercially released. Licensee is advised that such Software is not suitable or licensed for full use and
<br />accepts all responsibility for use of the same and any results generated.
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<br />ESRI is a trademark, registered trademark, or service mark of ESRI in the United States, the European Community, or certain other jurisdictions.
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