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7,2 General Limitation of Liability. EXCEPT AS PROVIDED IN ARTICLE 8- INFRINGEMENT L14DF.,MNITY, ESRI'S
<br />TOTAL CUMULATIVE LIABILITY HEREUNDER, FROM ALL CAUSES OF ACTION OF ANY KIND, INCLUDING,
<br />BUT NOT LIMITED TO, CONTRACT, TORT (INCLUDING .NEGLIGENCE), STRICT LIABIL EFY, BREACH OF
<br />WARRANTY, MISREPRESENTATION, OR OTHERWISE, SHALL NOT EXCEED THE AMOUNTS PAID BY
<br />LICENSEE FOR SOFTWARE, DATA, WEB SERVICES, OR DOCUMENTATION PURSUAN"T 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 Fsri has set its fees and entered into
<br />this License Agreement in reliance on the disclaimers and limitations set forth herein, that the same reflect an. allocation of
<br />risk between the parties, and that the same form an essential basis of the bargain between the parties. THESE LIMITATIONS
<br />SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIM[TED REMEDY.
<br />ARTICLE 8-INFRINGEMENT INDEMNITY
<br />8.1 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 US 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 claim;
<br />and
<br />d. Licensee cooperates fully in the defense of the claim.
<br />8.2 If Software is found to infringe a US patent, copyright, or trademark, Esri, at its own expense, may either (i) obtain rights
<br />for Licensee to continue using Software or (ii) modify the allegedly infringing elements of Software while maintaining
<br />substantially similar software functionality or data;'informational content. If neither alternative is commercially reasonable,
<br />the infringing itern(s) shall be returned to Esri, the license shall terminate, and Licensee shall uninstall the infringing item(s).
<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 return
<br />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, Beta, or evaluation software
<br />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 Updates. New or updated Software, Data, Web Services, and Documentation shall be governed by the then-
<br />current Esri license terms and conditions 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 US embargoed country
<br />(or to a national or resident of any US embargoed country); (ii) any person on the US Treasury Department's list of Specially
<br />Designated Nationals; (iii) any person or entity on the US Commerce Department's Denied Persons List, Entity List, or
<br />Unverified List; or Ov) any person or entity where such export or reexport violates any US export control laws or regulations
<br />E-1011 Page 5 of 7 04122!2010
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