EA— Apr OHON vE DEPINE TIONS
In addition to the definitions provided in the License
Agreement, the following definitions apply to this
Agreement:
“Deploy”, "Deployed" and "Deployment" mean to
redistribute and install the Products and related
Authorization Codes within Licensee's organization(s},
"Fee" means the tee set forth in the Quotation.
“tneident™ means a failure of the Software or Online
Services to operate according to the Documentation
where such failure substantially impacts operational or
functional performance.
"License Agreement" means (i) the applicable license
agreement incorporated by this reference that is found at
htip:/www.esti.comlegal/sofiware-livense: composed of
the General License Terms and Conditions (E204) and
Exhibit !, Scope of Use (E300); and available in the
instalation process requiring acceptance by electronic
acknowledyment or (ti) a signed license agreement
between the parties that supersedes such electronically
acknowledged license agreement.
“Maintenance” means Tier 2 Support, Product updates.
and Product patches provided to Licensee during the term
of this Agreement.
“Product(s)" means the products identified in Table A—-
List of Products and any updates to the list Esri provides
in writing.
"Quotation" means the offer letter and quotation
provided separately to Licensec.
"Technical Support" means the technical assistance for
aitempting resolution of a reported Incident through error
correction. patches, hot fixes, workarounds, replacement
deliveries, or any other type of Product corrections or
modifications.
"Tier | Help Desk" means Licensee's point of contact(s)
to provide all Tier I Support within Licensee's
organization(s}.
“Tier | Support" means the Technical Support provided
by the Tier | Help Desk.
“Fier 2 Support" means the Technical Support provided
two the Tier } Help Desk when an Incident cannot be
resolved through Tier | Support. Licensee will receive
Tier 2 Support from Esri.
24b--ADDITION AR Ga WN EOF LECENSE
2.4 Grant of License. Subject to the terms and
conditions of this Agreement, Esri grants to Licensee
a personal, nonexclusive, nontransferable license
solely to use. copy, and Deploy quantities of the
Products listed in Table A—List of Products for the
term provided on the first page (i) for the applicable
Fee and (it) in accordance with the License
Aureement.
is
te
Consuttant Aceess. Esri grants Licensee the right to
permit Licensee's consultants or contractors to use the
Products exclusively for Licensee's benefit. Licensee
will be solely responsible for campliance by
consultants and contractors with this Agreement and
will ensure (hat the consultant or contractor
discontinues use of Products upon completion of
work for Licensee. Access to or use of Products by
consultants or contractors nat exclusively for
Licensee's benefit is prohibited. Licensee may not
permit its consultants or contractors to install
Software or Data on consultant. contractor. or third-
parly computers or remove Software or Data from
Customer locations, except for the purpose of hosting
the Sofiware or Data on Contractor Servers for the
henefit of Licensee.
3. TE Ra PRAIRIE EX PTR EON
3.1 Term. The term of this Agreement and all licenses
hereunder will commence on the Effective Date and
continue for the duration identified on the signature
page, unless this Agreement is terminated earlier as
provided herein. Licensee ts anty authorized to use
Products during the term of this Agreement. For an
Agreement with a limited term, Esri does nat grant
Licensee an indelinite or perpetual license tu
Products.
3.2 Ne Use upon Agreement Expiration or
Termination, All Product licenses and all
Maintenance, Esri Virtual Campus access, and Esri
User Conference registrations terminate on expiration
or termination of this Agreement.
3.3 Termination for a Material Breach. Either party
may terminate this Agreement. for a material breach
by the other party, The breaching party will be given
a period of thirty (30) days from the date of written
notice lo cure any material breach.
3.4 Termination for Lack of Funds. For an Agreement
with governinent or government-owned entities,
either party may terminate this Agreement before any
subsequent year if Licensee is unable to secure
12) BLS
