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including, but not limited to, the terms of any export license or license exemption and any amendments and supplemental
<br />additions to US export laws as they may occur from time to time.
<br />9.3 Taxes and Fees, Shipping Charges. License fees quoted to Licensee are exclusive of any and all taxes or fees,
<br />including, but not limited to, sales tax, use tax, value-added tax (VAT), customs, duties, or tariffs, and shipping and handling
<br />charges.
<br />9.4 No Implied Waivers. The failure of either party to enforce any provision of this License Agreement shall not be deemed
<br />a waiver of the provisions or of the right of such party thereafter to enforce that or any other provision.
<br />9.5 Severability. The parties agree that if any provision of this License Agreement is held to be unenforceable for any reason,
<br />such provision shall be reformed only to the extent necessary to make the intent of the language enforceable.
<br />9.6 Successor and Assigns. Licensee shall not assign, sublicense, or transfer Licensee's rights or delegate its obligations
<br />under this License Agreement without Esri's prior written consent, and any attempt to do so without consent shall be void.
<br />This License Agreement shall be binding upon the respective successors and assigns of the parties to this License Agreement.
<br />Notwithstanding, a government contractor that has acquired Software, Data, Web Services, or Documentation under contract
<br />to the government may assign this License Agreement to its government customer upon written notice to Esri, provided the
<br />government customer assents to the terms of this License Agreement.
<br />9.7 Survival of Terms. The provisions of Articles 2, 5, 6, 7, 8, and 9 of this License Agreement shall survive the expiration
<br />or termination of this License Agreement.
<br />9.8 Equitable Relief. Licensee agrees that any breach of this License Agreement by Licensee may cause irreparable damage
<br />and that, in the event of such breach, in addition to any and all remedies at law, Esri shall have the right to seek an injunction,
<br />specific performance, or other equitable relief in any court of competent jurisdiction without the requirement of posting a
<br />bond or undertaking or proving injury as a condition for relief.
<br />9.9 US Government Licensee. Software, Data, Web Services, and Documentation are commercial computer software,
<br />commercial data, commercial computer software documentation, and commercial Web Services. This License Agreement
<br />contains Esri's commercial license terms and conditions for such items. The commercial license rights in this License
<br />Agreement strictly govern Licensee's use, reproduction, or disclosure of Software, Data, Web Services, and Documentation.
<br />No other license terms or conditions shall apply unless expressly agreed in writing by Esri and Licensee. Esri Software
<br />source code is unpublished, and all rights to Software, Data, Web Services, and Documentation are reserved. In the event any
<br />court, arbitrator, or board holds that the Licensee has greater rights to any portion of Software, Data, Web Services, or
<br />Documentation under applicable public procurement law, such rights shall extend only to the portions affected.
<br />9.10 Governing Law, Arbitration
<br />a. Licensees in the United States ofAmerica, Its Territories, and Outlying Areas. This License Agreement shall be
<br />governed by and construed in accordance with the laws of the State of California without reference to conflict of laws
<br />principles, except that US federal law shall govern in matters of intellectual property. Except as provided in Section 9.8,
<br />any dispute arising out of or relating to this License Agreement or the breach thereof that cannot be settled through
<br />negotiation shall be finally settled by arbitration administered by the American Arbitration Association under its
<br />Commercial Arbitration Rules. Judgment on the award rendered by the arbitrator may be entered in a court of competent
<br />jurisdiction. If Licensee is a US government agency, this License Agreement is subject to the Contract Disputes Act of
<br />1978, as amended (41 U.S.C. 601-613), in lieu of the arbitration provisions of this clause. This License Agreement shall
<br />not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of
<br />which is expressly excluded.
<br />b. All Other Licensees. Except as provided in Section 9.8, any dispute arising out of or relating to this License Agreement
<br />or the breach thereof that cannot be settled through negotiation shall be finally settled under the Rules of Arbitration of
<br />the International Chamber of Commerce by one (1) arbitrator appointed in accordance with said rules. The language of
<br />the arbitration shall be English. The place of the arbitration shall be at an agreed-upon location. This License Agreement
<br />shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application
<br />of which is expressly excluded. Either party shall, at the request of the other, make available documents or witnesses
<br />relevant to the major aspects of the dispute.
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