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WARRANTY, MISREPRESENTATION, OR OTHERWISE, SHALL NOT EXCEED THE AMOUNTS PAID BY
<br />LICENSEE FOR SOFTWARE, DATA, WEB SERVICES, OR DOCUMENTATION PURSUANT TO THIS LICENSE
<br />AGREEMENT.
<br />7.3 Applicability of Disclaimers and Limitations. Licensee agrees that the limitations of liability and disclaimers set forth
<br />in this License Agreement will apply regardless of whether Licensee has accepted Software, Data, Web Services, or
<br />Documentation or any other product or service delivered by ESRI. The parties agree that ESRI has set its prices and entered
<br />into this License Agreement in reliance on the disclaimers and limitations set forth herein, that the same reflect an allocation
<br />of risk between the parties, and that the same form an essential basis of the bargain between the parties. THESE
<br />LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED
<br />REMEDY.
<br />ARTICLE 8-INFRINGEMENT INDEMNITY
<br />81 ESRI shall defend, indemnify, and hold harmless Licensee from and against any loss, liability, cost, or expense, including
<br />reasonable attorneys' fees, which may be incurred by Licensee against any claims, actions, or demands by a third party
<br />alleging that Software infringes a U.S. patent, copyright, or trademark, provided
<br />a. Licensee promptly notifies ESRI in writing of the claim;
<br />b. Licensee provides documents clearly describing the allegations of infringement;
<br />c. ESRI has sole control of the defense of any actions and negotiations related to the defense or settlement of any
<br />claim; and
<br />d. Licensee cooperates fully in the defense of the claim.
<br />8.2 If Software is found to infringe a U.S. patent, copyright, or trademark, ESRI, at its own expense, may either (i) obtain
<br />rights for Licensee to continue using Software or (ii) modify the allegedly infringing elements of Software while maintaining
<br />substantially similar software functionality or data/informationaleontent. If neither alternative is commercially reasonable,
<br />the infringing item(s) shall be returned to ESRI, the license shall terminate, and Licensee shall uninstall the infringing items.
<br />ESRI's entire liability shall then be to indemnify Licensee pursuant to Section 8.1 and to refund license fees paid by Licensee
<br />for the infringing item(s), prorated on a five (5)-year, straight-line depreciation basis beginning from the initial date of
<br />delivery.
<br />8.3 ESRI shall have no obligation to defend Licensee or to pay any resulting costs, damages, or attorneys' fees for any claims
<br />or demands alleging direct or contributory infringement of Software by (i) the combination of or integration with a product,
<br />process, or system not supplied by ESRI; (ii) material alteration by anyone other than ESRI or contractors acting on behalf of
<br />ESRI; (iii) use after Licensee has been notified of possible infringement; or (iv) use after modifications are provided or a
<br />return is ordered by ESRI under Section 8.2.
<br />8.4 In no event shall the indemnification set forth in this Article 8 apply to any Samples, hot fixes, Beta, or evaluation
<br />software delivered hereunder.
<br />THE FOREGOING STATES THE ENTIRE OBLIGATION OF ESRI WITH RESPECT TO INFRINGEMENT OR
<br />ALLEGATION OF INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.
<br />ARTICLE 9-GENERAL PROVISIONS
<br />9.1 Future Orders. Updates or released new Software, Data, Web Services, and Documentation may require additional or
<br />differing terms for use. New or updated Software, Data, Web Services, and Documentation shall be governed by the then-
<br />current ESRI license terms and conditions. Updated versions of the license terms and conditions will be available on ESRI's
<br />Web site, included with a quote, or included with the deliverable Software, Data, Web Services, or Documentation.
<br />9.2 Export Control Regulations. Licensee expressly acknowledges and agrees that Licensee shall not export, reexport,
<br />transfer, or release Software, Data, Web Services, or Documentation, in whole or in part, to (i) any U.S. embargoed country
<br />(or to a national or resident of any U.S. embargoed country); (ii} any person on the U.S. Treasury Department's list of
<br />Specially Designated Nationals; (iii) any person or entity on the U.S. Commerce Department's Table of Denial Orders; or
<br />(iv) any person or entity where such export, reexport, or provision violates any U.S. export control laws or regulations
<br />including, but not limited to, the terms of any export license or licensing provision and any amendments and supplemental
<br />additions to U.S. export laws as they may occur from time to time.
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