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c. Licensee may customize Software using any (i) macro or scripting language, (ii) published application programming
<br />interface (API), or (iii) source or object code libraries, but only to the extent that such customization is described in
<br />Documentation.
<br />d. Licensee may use, copy, or prepare derivative works of Documentation supplied in digital format and thereafter
<br />reproduce, display, and distribute the customized documentation only for Licensee's own internal use. Portions of
<br />Documentation supplied in digital format merged with other software and printed or digital documentation are subject to
<br />this License Agreement. Licensee shall include the following copyright attribution notice acknowledging the proprietary
<br />rights of Esri and its licensors: "Portions of this document include intellectual property of Esri and its licensors and are
<br />used herein under license. Copyright © [Licensee will insert the actual copyright date(s) from the source materials] Esri
<br />and its licensors. All rights reserved."
<br />e. Font Components. All fonts provided with a Product may be used with the authorized use of any Products. Esri fonts
<br />may also be separately used to print any output created by Products. Additional use restrictions for third -party fonts
<br />included with a Product are set forth in the font file itself.
<br />f Consultant or Contractor Access. Subject to Section 3. 1, Esri grants Licensee the right to permit Licensee's consultants
<br />or contractors to use the Products exclusively for Licensee's benefit. Licensee shall be solely responsible for compliance
<br />by consultants and contractors with this License Agreement and shall ensure that the consultant or contractor
<br />discontinues Product use upon completion of work for Licensee. Access to or use of Products by consultants or
<br />contractors not exclusively for Licensee's benefit is prohibited.
<br />4.2 Uses Not Permitted. Except to the extent that applicable law prohibits or overrides these restrictions, or as provided
<br />herein, Licensee shall not
<br />a. Sell, rent, lease, sublicense, lend, time - share, assign, or use Products for Commercial ASP Use or service bureau
<br />purposes;
<br />b. Provide third parties with direct access to Products so that the third parties may use the Product directly, develop
<br />their own GIS applications, or create their own solutions in conjunction with the Product;
<br />c. Distribute Software, Data, or Online Services to third parties, in whole or in part, including, but not limited to,
<br />extensions, components, or DLLs;
<br />d. Distribute Authorization Codes to third parties;
<br />e. Reverse engineer, deeompile, or disassemble Products;
<br />f Make any attempt to circumvent the technological measure(s) that controls access to or use of Products;
<br />g. Store, cache, use, upload, distribute, or sublicense Content or otherwise use Products in violation of Esri's or a third
<br />party's rights, including intellectual property rights, privacy rights, nondiscrimination laws, or any other applicable
<br />law or government regulation;
<br />h. Remove or obscure any Esri (or its licensors') patent, copyright, trademark, proprietary rights notices, and /or legends
<br />contained in or affixed to any Product, Product output, metadata file, or online and/or hard -copy attribution page of
<br />any Data or Documentation delivered hereunder;
<br />i. Unbundle or independently use individual or component parts of Software, Online Services, or Data;
<br />j. Incorporate any portion of the Product into a product or service that competes with any Product;
<br />k. Publish or in any other way communicate the results of benchmark tests run on Beta without the prior written
<br />permission of Esri and its licensors; or
<br />1. Use, incorporate, modify, distribute, provide access to, or combine any computer code provided with any Product in
<br />a manner that would subject such code or any part of the Product to open source license terms, which includes any
<br />license terms that require computer code to be (i) disclosed in source code form to third parties, (ii) licensed to third
<br />parties for the purpose of making derivative works, or (iii) redistributable to third parties at no charge.
<br />ARTICLE 5 —TERM AND TERMINATION
<br />This License Agreement is effective upon acceptance. Licensee may terminate this License Agreement or any Product license
<br />at any time upon written notice to Esri, Either party may terminate this License Agreement or any license for a material
<br />breach that is not cured within ten (10) days of written notice to the breaching party, except that termination is immediate for
<br />a material breach that is impossible to cure. Upon termination of the License Agreement, all licenses granted hereunder
<br />terminate as well. Upon termination of a license or the License Agreement, Licensee will (i) stop accessing and using
<br />affected Product(s); (ii) clear any client -side data cache derived from Online Services; and (iii) uninstall, remove, and destroy
<br />all copies of affected Product(s) in Licensee's possession or control, including any modified or merged portions thereof, in
<br />any form, and execute and deliver evidence of such actions to Esri or its authorized distributor.
<br />E204 Page 3 of 7 04/26/2013
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