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<br />ARTICLE S-MAlNTENANCE
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<br />Maintenance consists of Software, Data, or Documentation updates and access to technical support and other benefits
<br />specified in the most current applicable ESRI Support Services Policy.
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<br />ARTICLE 6-TERM AND TERMINATION
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<br />The license granted to Licensee by this Agreement shall commence upon the acceptance of this Agreement and shall continue
<br />until such time that (i) Licensee elects in writing to discontinue use of the Software, Data, or Documentation and terminates
<br />this Agreement or (ii) either party terminates this Agreement for a material breach that is not cured within ten (10) days of
<br />written notice to the other party, except that termination is immediate for a material breach of a nature that it is impossible to
<br />cure. Upon termination of this Agreement, Licensee shall uninstall, remove, and destroy all Software, Data, and
<br />Documentation, and any whole or partial copies, modifications, or merged portions in any form and execute and deliver
<br />evidence of such deinstallation and destruction to ESRI.
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<br />ARTICLE 7-LIMITED WARRANTIES AND DISCLAIMERS
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<br />7.1 Limited Warranties-For a period of ninety (90) days from the later of the date of key code issuance or date of delivery
<br />of the Software, Data, or Documentation to Licensee, ESRI represents and warrants that (i) the unmodified Software will
<br />substantially conform to the published Documentation and (ii) the media upon which the Software, Data, and Documentation
<br />is provided will be free from defects in materials and workmanship under normal use and service.
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<br />7.2 Data Disclaimer-If included under this Agreement, the Data has been obtained from sources believed to be reliable,
<br />but its accuracy and completeness are not guaranteed. The Data may contain some nonconformities, defects, errors, or
<br />omissions. ESRI AND ITS LICENSOR(S) MAKE NO WARRANTY WITH RESPECT TO THE DATA. Without limiting
<br />the generality of the preceding sentence, ESRI and its licensor(s) do not warrant that the Data will meet Licensee's needs or
<br />expectations, the use of the Data will be uninterrupted, or that all nonconformities can or will be corrected. ESRI and its
<br />licensor(s) are not inviting reliance on this Data, and Licensee should always verify actual Data including, but not limited to,
<br />map, spatial, raster, and tabular information.
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<br />7.3 General Disclaimer-EXCEPT FOR THE ABOVE EXPRESS LIMITED WARRANTIES, ESRI DISCLAIMS ALL
<br />OTHER WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO,
<br />THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,
<br />NONINTERFERENCE, SYSTEM INTEGRATION, AND NONINFRINGEMENT. ESRI DOES NOT WARRANT THAT
<br />THE SOFTWARE, DATA, OR DOCUMENTATION WILL MEET LICENSEE'S NEEDS, OR THAT LICENSEE'S
<br />OPERATION OF THE SAME WILL BE UNINTERRUPTED OR ERROR FREE, OR THAT ALL NONCONFORMITIES
<br />CAN OR WILL BE CORRECTED.
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<br />LICENSEE EXPRESSLY ACKNOWLEDGES AND AGREES THAT BETA AND EVALUATION SOFTWARE IS
<br />DELIVERED "AS-IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT
<br />NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
<br />PURPOSE, NONINTERFERENCE, SYSTEM INTEGRATION, AND NONINFRINGEMENT. LICENSEE ASSUMES
<br />ALL RISK AS TO THE QUALITY AND PERFORMANCE OF THE BETA AND EVALUATION SOFTWARE.
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<br />7.4 Exclusive Remedy-Licensee's exclusive remedy and ESRI's entire liability for breach of the limited warranties set
<br />forth in this Article 7 shall be limited, at ESRI's sole discretion, to (i) replacement of any defective media; (ii) repair,
<br />correction, or a work-around for the Software subject to the ESRI Support Services Policy; or (iii) return of the license fees
<br />paid by Licensee for the Software, Data, or Documentation that does not meet ESRI's Limited Warranty, provided that
<br />Licensee uninstalls, removes, and destroys all copies of the Software, Data, or Documentation and executes and delivers
<br />evidence of such deinstallation and destruction to ESRI.
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<br />ARTICLE 8-LIMITATION OF LIABILITY
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<br />8.1 Disclaimer of Certain Types of Liability-IN NO EVENT SHALL ESRI OR ITS LICENSOR(S) BE LIABLE TO
<br />LICENSEE FOR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOST PROFITS; LOST
<br />SALES OR BUSINESS EXPENDITURES; INVESTMENTS; OR COMMITMENTS IN CONNECTION WITH ANY
<br />BUSINESS, LOSS OF ANY GOODWILL, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL
<br />DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR USE OF THE SOFTWARE, DATA, OR
<br />DOCUMENTATION, HOWEVER CAUSED, ON ANY THEORY OF LIABILITY, AND WHETHER OR NOT ESRI OR
<br />ITS LICENSOR(S) HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THESE LIMITATIONS
<br />SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
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<br />E200 5/04
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