SOFTWARE - DATA - DOCUMENTATION
I!iiIII
Environmental Systems Research Institute, Inc" 380 New York St., Redlands, CA 92373-8100 USA. TEL 909-793-2853 . FAX 909,793-5953
MASTER LICENSE AGREEMENT
This Master License Agreement ("Agreement") is between the licensee printed below ("Licensee") and Environmental
Systems Research Institute, Inc. ("ESRI"), The Agreement includes (i) this signature page, (ii) the General License Terms
and Conditions version, and (iii) the Exhibit I version listed below. The parties acknowledge that they have read and
understood this Agreement and agree to be bound by the terms and conditions.
Licensee may only use the type and number of copies of the Software, Data, and Documentation for which the appropriate
license fees have been paid to ESRI and in accordance with Exhibit I and the licensed configuration on file with ESRI
Customer Service.
This Agreement constitutes the sole and entire agreement of the parties as to the subject matter set forth herein and
supersedes any previous agreements, understandings, and arrangements between the parties relating to such subject matter.
Any modification(s) or amendment(s) to this Agreement must be in writing and signed by an authorized representative of
each party.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed and effective as of the last date written
below.
ENVIRONMENTAL SYSTEMS
RESEARCH INSTITUTE, INC.
(ESRI)
By:
CITY OF CLEARWATER
(Li censee )
(See attached Signature Page)
By:
Authorized Signature
Printed Name:
e: Jacquelyn Ricks
Title: Contracts Adminstrator
Title:
MAY 03 2001
Date:
Date:
Licensee Contact Information
Contact: Dan Mayer
Address: 100 South Myrtle A venue
Telephone: 727-562-4662
Fax:
E-mail:
City, State, ZIP: Clearwater, FL 33756
ESRI Contract Number: 200IMlA2560
General License Terms and Conditions Version E200 9100B
ESRI Exhibit I Version E300 1/01
wlj
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Signature Page for Master License Agreement between Environmental Systems
Research Institute, Inc. and the City of Clearwater.
Countersigned:
CITY OF CLEARWATER, FLORIDA
By:
~~~:a
William B. Horne, II
Interim City Manager
Approved as to form:
Attest:
~Hafma~
Assistant City Attorney
($J
Environmental Systems Research Institute, Inc" 380 New York St., Redlands, CA 92373-8100 USA' lEL 909-793-2853' FAX 909-793-5953
GENERAL LICENSE TERMS AND CONDITIONS
(E200 9/00B)
ARTICLE I-DEFINITIONS
Definitions-As used herein, the following words, phrases, or terms in this Agreement shall have the following meanings:
(a) "Software" means the actual copy of all or any portion of ESRl's proprietary geographic information system (GIS)
software technology, computer software code, components, dynamic link libraries (DLLs), and programs delivered
on any media, including, but not limited to, alpha, beta, prerelease, restricted version(s), or final commercial release
provided in source, object, or executable code format(s), inclusive of backups, updates, or merged copies permitted
hereunder or subsequently supplied under this Agreement.
(b) "Data" means any ESRl or third party data vendor(s) digital data set(s) including, but not limited to, geographic,
vector data coordinates, raster, or associated tabular attributes in ESRl@ GIS software compatible format(s) supplied
under this Agreement.
(c) "Documentation" means all of the printed and digital materials including, but not limited to, user documentation,
training documentation, or technical information and briefmgs supplied under this Agreement.
(d) "License Manager" means the nondestructive license management software program, comprised of a confidential
software keycode or hardware key, which controls the distribution of the licensed number of Software copies to
requesting end user(s) of Licensee.
ARTICLE 2-INTELLECTUAL PROPERTY RIGHTS AND RESERVATION OF OWNERSHIP
The Software, Data, and Documentation are owned by ESRl and its licensor(s) and are protected by United States laws and
applicable international laws, treaties, and conventions regarding intellectual property or proprietary rights. ESRl and its
licensor(s) retain all rights, title, and ownership not granted herein to all copies of the Software, Data, and Documentation
licensed under this Agreement. From the date of receipt, Licensee agrees to use reasonable effort to protect the Software,
Data, and Documentation from unauthorized use, reproduction, distribution, or publication. All rights not specifically
granted in this Agreement are reserved to ESRl and its licensor(s).
ARTICLE 3-GRANT OF LICENSE
3.1 Grant of License-In consideration of the mutual promises and covenants provided herein and for other good and
valuable consideration, and conditioned upon compliance with all of the terms and conditions set forth in the Agreement
including, but not limited to, Article 4, ESRl grants to Licensee a personal, nonexclusive, nontransferable license to
(a) Use the Software, Data, and Documentation as a single package for Licensee's own internal use only; and
(b) Access and use any secure ESRl Web site resources made available to Licensee for Licensee's internal use only,
provided that Licensee follows ESRl's terms of use policy specified therein. All password or controlled access
information provided by ESRI shall be treated as ESRl confidential information.
3,2 Beta License-In the event ESRI accepts Licensee into a current Beta Testing program, Licensee may be provided
copies of alpha, beta, and/or prerelease (hereinafter collectively referred to as "Beta") Software for the limited purpose of
testing the Beta Software in accordance with the Beta testing policies then in effect. Beta Software and Documentation
delivered are confidential and proprietary to ESRI and contain trade secrets, inclusive of unpublished specifications. In
consideration of the rights granted herein, Licensee agrees to retain all Beta Software and Documentation provided to
Licensee in confidence. Licensee shall maintain all results of testing in confidence and agrees not to disclose to any third
party details pertaining to the Beta Software, Documentation, test results, or errors encountered. ESRI reserves the right to
determine which Beta Software and Documentation, subsequent interim beta release(s), or patch(es) will be made available to
ESRI is a trademark of Environmental Systems Research Institute, Inc., registered in the United States and certain other countries; registration is pending in
the European Community.
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Licensee to test during the term of the Agreement. Beta Software is subject to change prior to its commercial release and
may never be commercially released. Licensee is advised that such Software is not suitable or licensed for full use and
accepts all responsibility for use of the same and any results generated.
3.3 Evaluation License-ESRI may from time to time extend a limited term evaluation licensees) under the terms of this
Agreement, for the duration authorized in any supporting documentation supplied by ESRI. Any evaluation license
subsequently converted to a full use license is also subject to the terms of this Agreement.
3.4 Consultant Access-Licensee may provide access to the Software, Data, or Documentation to any consultant or
contractor of Licensee, provided that the consultant or contractor is using the Software, Data, or Documentation exclusively
for the benefit of Licensee, and so long as the consultant or contractor agrees to be bound by the terms and conditions of this
Agreement.
ARTICLE 4-SCOPE OF USE
4.1 Permitted Uses
Licensee may (i) install and store copies onto electronic storage device(s) and (ii) only use the Software, Data, and
Documentation as described in Exhibit 1 set forth herein and in accordance with the licensed configuration on file with
ESRI Customer Service or ESRI authorized distributors.
Licensee may make one (1) copy of the Software, Data, and Documentation for archival purposes during the term of this
Agreement. Additionally, Licensee may make routine computer backups of the Software, Data, and Documentation.
Licensee may establish a redundant server for failover operations in the event the primary site fails.
Licensee may customize the Software using any (i) macro or scripting language, (ii) open application programming
interface (API), or (iii) source or object code libraries, but only to the extent that such customization is described in the
Documentation.
Licensee may use the Data only as described in the Distribution Rights section of the help or metadata files delivered
with the Software, Data, and Documentation.
Licensee may use, copy, or prepare derivative works of the Documentation supplied in digital format and thereafter
reproduce, display, and redistribute the customized documentation only for Licensee's own internal use. The portiones)
of the Documentation supplied in digital format merged with other software and printed or digital documentation shall
continue to be subject to the terms and conditions of this Agreement and shall provide the following copyright attribution
notice acknowledging the proprietary rights ofESRI and its licensor(s) in the Documentation supplied in digital format:
"Portions of this document include intellectual property ofESRI and its licensor(s) and are used herein under license.
Copyright ~ [Insert the actual copyright daters) from the source materials] Environmental Systems Research Institute,
Inc., and its licensor(s). All rights reserved."
4,2 Uses Not Permitted
Licensee shall not sell; rent; lease; sublicense; lend; assign; time-share; or act as a service bureau or Application Service
Provider (ASP) that allows third party access to the Software, Data, and Documentation except as provided herein; or
transfer, in whole or in part, access to prior or present versions of the Software, Data, or Documentation, any updates, or
Licensee's rights under this Agreement.
Licensee shall not redistribute the Software, in whole or in part, including, but not limited to, extensions, components, or
DLLs without the prior written approval ofESRI as set forth in an appropriate redistribution license agreement.
Licensee shall not reverse engineer, decompile, or disassemble the Software, Data, or Documentation, except to the
extent that such activity is expressly permitted by applicable law notwithstanding this restriction in order to protect ESRI
and its licensor(s) trade secrets and proprietary information contained in the Software, Data, or Documentation.
Licensee shall not make any attempt to circumvent the technological measure(s) (e.g., License Manager, etc.) that
controls access to or use of the Software, Data, and Documentation, except to the extent that such activity is expressly
permitted by applicable law notwithstanding this restriction.
Licensee shall not use the Software to transfer or exchange any material where such transfer or exchange is prohibited by
copyright or any other law.
Licensee shall not remove or obscure any ESRI or its licensor(s) patent, copyright, trademark, or proprietary rights
notices contained in or affixed to the Software, Data, or Documentation.
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ARTICLE 5-MAINTENANCE
Maintenance consists of Software, Data, or Documentation updates and access to technical support and other benefits
specified in the most current applicable ESRI Support Services Policy.
ARTICLE 6-TERM AND TERMINATION
The license granted to Licensee by this Agreement shall commence upon the acceptance of this Agreement and shall continue
until such time that (i) Licensee elects in writing to discontinue use of the Software, Data, or Documentation and terminates
this Agreement or (ii) ESRI terminates this Agreement upon written notice to Licensee for Licensee's material breach. Upon
termination of this Agreement, Licensee shall un install, remove, and destroy all Software, Data, and Documentation, and any
whole or partial copies, modifications, or merged portions in any form and execute and deliver evidence of such destruction
to ESRI, which evidence shall be in a form acceptable to ESRI in its sole discretion.
ARTICLE 7-LIMITED WARRANTIES AND DISCLAIMERS
7.1 Limited Warranties-For a period of ninety (90) days from the later of the date of key code issuance or date of delivery
of the Software, Data, or Documentation to Licensee, ESRI represents and warrants that (i) the unmodified Software will
substantially conform to the published Documentation and (ii) the media upon which the Software, Data, and Documentation
is provided will be free from defects in materials and workmanship under normal use and service.
7.2 Data Disclaimer-If included under this Agreement, the Data has been obtained from sources believed to be reliable,
but its accuracy and completeness are not guaranteed. The Data may contain some nonconformities, defects, errors, or
omissions. ESRI AND ITS LICENSOR(S) MAKE NO WARRANTY WITH RESPECT TO THE DATA. Without limiting
the generality of the preceding sentence, ESRI and its licensor(s) do not warrant that the Data will meet Licensee's needs or
expectations, the use of the Data will be uninterrupted, or that all nonconformities can or will be corrected. ESRI and its
licensor(s) are not inviting reliance on this Data, and Licensee should always verify actual Data including, but not limited to,
map, spatial, raster, and tabular information.
7.3 General Disclaimer-EXCEPT FOR THE ABOVE EXPRESS LIMITED WARRANTIES, ESRI DISCLAIMS ALL
OTHER WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO,
THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FORA PARTICULAR PURPOSE,
NONINTERFERENCE, SYSTEM INTEGRATION, AND NON INFRINGEMENT. ESRI DOES NOT WARRANT THAT
THE SOFTWARE, DATA, OR DOCUMENTATION WILL MEET LICENSEE'S NEEDS, OR THAT LICENSEE'S
OPERA TION OF THE SAME WILL BE UNINTERRUPTED OR ERROR FREE, OR THAT ALL NONCONFORMITIES
CAN OR WILL BE CORRECTED.
LICENSEE EXPRESSLY ACKNOWLEDGES AND AGREES THA T BETA AND EV ALUA TION SOFTWARE IS
DELIVERED "AS-IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT
NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, NONINTERFERENCE, SYSTEM INTEGRATION, AND NONINFRlNGEMENT. LICENSEE ASSUMES
ALL RISK AS TO THE QUALITY AND PERFORMANCE OF THE BETA AND EV ALUA TION SOFTWARE.
7.4 Exclusive Remedy-Licensee's exclusive remedy and ESRI's entire liability for breach of the limited warranties set
forth in this Article 7 shall be limited, at ESRI's sole discretion, to (i) replacement of any defective media; (ii) repair,
correction, or a work-around for the Software subject to the ESRI Support Services Policy; or (iii) return of the license fees
paid by Licensee for the Software, Data, or Documentation that does not meet ESRI's Limited Warranty, provided that
Licensee uninstalls, removes, and destroys all copies of the Software, Data, or Documentation and executes and delivers to
ESRI a Certification of Destruction in a form acceptable to ESRI.
ARTICLE 8-LIMIT A TION OF LIABILITY
8.1 Disclaimer of Certain Types of Liability-IN NO EVENT SHALL ESRI OR ITS LICENSOR(S) BE LIABLE TO
LICENSEE FOR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOST PROFITS; LOST
SALES OR BUSINESS EXPENDITURES; INVESTMENTS; OR COMMITMENTS IN CONNECTION WITH ANY
BUSINESS, LOSS OF ANY GOODWILL, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL
DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR USE OF THE SOFTWARE, DATA, OR
DOCUMENTATION, HOWEVER CAUSED, ON ANY THEORY OF LIABILITY, AND WHETHER OR NOT ESRI OR
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ITS LICENSOR(S) HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THESE LIMITATIONS
SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
8,2 General Limitation of Liability-IN NO EVENT WILL ESRI'S TOTAL CUMULATIVE LIABILITY HEREUNDER,
FROM ALL CAUSES OF ACTION OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, CONTRACT, TORT
(INCLUDING NEGLIGENCE), STRICT LIABILITY, BREACH OF WARRANTY, MISREPRESENTATION, OR
OTHERWISE, EXCEED THE AMOUNTS PAID TO ESRI BY LICENSEE FOR SOFTWARE, DATA, OR
DOCUMENT A TION PURSUANT TO THIS AGREEMENT.
8.3 Applicability of Disclaimers and Limitations-Licensee agrees that the limitations of liability and disclaimers set forth
in this Agreement will apply regardless of whether Licensee has accepted the Software, Data, or Documentation or any other
product or service delivered by ESRI. The parties agree that ESRI has set its prices and entered into this Agreement in
reliance upon the disclaimers and limitations set forth herein, that the same reflect an allocation of risk between the parties
(including the risk that a contract remedy may fail of its essential purpose and cause consequential loss ), and that the same
form an essential basis of the bargain between the parties.
ARTICLE 9-INFRINGEMENT INDEMNITY
9.1 ESRI shall defend, indemnify, and hold harmless Licensee from and against any loss, liability, cost, or expense,
including reasonable attorneys' fees, which may be incurred by Licensee against any claims, actions, or demands by a third
party alleging that the Software, Data, or Documentation infringes a U.S. patent, copyright, or trademark provided
(a) Licensee promptly notifies ESRI in writing of the claim thereof;
(b) ESRI has sole control of the defense of any actions and negotiations related to the defense or settlement of any
claim; and
(c) Licensee cooperates fully in the defense of the claim.
9.2 If ESRI believes that the Software, Data, or Documentation is or will become the subject of an infringement claim, or in
the event that use of the Software, Data, or Documentation is enjoined, ESRI, at its own expense, may either (i) obtain the
right for Licensee to continue using the Software, Data, or Documentation or (ii) modify the Software, Data, or
Documentation to make it non infringing while maintaining substantially similar software functionality or data/informational
content. If neither of such alternatives is commercially practical, the infringing items shall be returned to ESRI and ESRI's
sole liability shall be to refund license fees paid by Licensee prorated over a five (5) year period.
9.3 ESRI shall have no obligation hereunder to defend Licensee or to pay any resulting costs, damages, or reasonable
attorneys' fees for or with respect to any claims, actions, or demands alleging (i) infringement that arises by reason of
combination of non infringing items, however acquired, with any items not supplied by ESRI; (ii) infringement to the extent
arising from material alteration of the Software, Data, or Documentation by anyone other than ESRI, its agents, or its
contractors; (iii) the direct or contributory infringement of any process patent by Licensee through the use of the Software,
Data, or Documentation other than a process patent that is necessarily infringed by the internal processes executed within the
Software or Data itself when the Software or Data is executed for its intended purpose; (iv) continued allegedly infringing
activity by Licensee after it has been notified of the possible infringement; or (v) continued allegedly infringing activity by
Licensee to the extent it arises from failure of Licensee to use the updated or modified Software, Data, or Documentation
provided by ESRI for avoiding infringement.
THE FOREGOING STATES THE ENTIRE OBLIGATION OF ESRI WITH RESPECT TO INFRINGEMENT OR
ALLEGATION OF INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.
ARTICLE lO--GENERAL PROVISIONS
10.1 Future Orders~AlI Software, Data, Documentation, or maintenance orders placed within one (1) year of this
Agreement's execution date shall be licensed under the terms of this Agreement. Orders placed and Software, Data, and
Documentation updates or upgrades provided after that time shall be governed by the then-current General License Terms
and Conditions and Exhibit 1, the terms of which will be indicated on ESRI's Web site or enclosed in the deliverable's
packaging, depending on the method of delivery.
10.2 Export Control Regulations-Licensee expressly acknowledges and agrees that Licensee shall not export, reexport, or
provide the Software, Data, or Documentation, in whole or in part, to (i) any country to which the United States has
embargoed goods; (ii) any person on the U.S. Treasury Department's list of Specially Designated Nationals; (iii) any person
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or entity on the U.S. Commerce Department's Table of Denial Orders; or (iv) any person or entity where such export,
reexport, or provision violates any U.S. export control law or regulation. Licensee shall not export the Software, Data, and/or
Documentation or any underlying information or technology to any facility in violation of these or other applicable laws and
regulations. Licensee represents and warrants that it is not a national, resident, located in or under the control of, or acting on
behalf of any person, entity, or country subject to such U.S. export controls.
10.3 Commercial Terms and Conditions-This Agreement contains ESRI's commercial terms and conditions. Licensee's
rights in the Software, Data, and Documentation are strictly limited to the uses granted by this Agreement. In the event any
court, arbitrator, or board holds that the U.S. Government has greater rights to any portion of the Software, Data, or
Documentation, such rights shall extend only to the portiones) affected and use, duplication, or disclosure by the U.S.
Government is subject to restrictions as provided in DFARS ~227.7202-I(a) and ~227.7202-3(a) (1995), DFARS ~252.227-
70 I 3 (c)(I)(ii) (OCT 1988), FAR ~12.212(a) (1995), FAR ~52.227-19 (June 1987), or FAR ~52.227-14 (ALT III) (June
1987), as applicable.
10.4 Taxes and Fees, Shipping Charges-License fees quoted to Licensee are exclusive of any and all taxes or fees
including, but not limited to, sales tax, use tax, value-added tax (V AT), customs, duties, or tariffs, and shipping and handling
charges.
10.5 No Implied Waivers-The failure of either party to enforce any provision of this Agreement shall not be deemed a
waiver of the provisions or of the right of such party thereafter to enforce that or any other provision.
1 0,6 Severability-The parties mutually agree that if any provision of this Agreement is held to be unenforceable for any
reason, such provision shall be reformed only to the extent necessary to make the intent of the language enforceable.
10,7 Counterparts-This Agreement may be executed in counterparts, all of which, taken together, shall be deemed one (I)
original qocument.
10,8 Successor and Assigns-Licensee shall not assign, sublicense, or transfer Licensee's rights or delegate its obligations
under this Agreement without ESRI's prior written consent, and any attempt to do so without consent shall be void. This
Agreement shall be binding upon the respective successors and assigns of the parties to this Agreement.
10.9 Survival of Terms-The provisions of Articles 6, 7, 8,9, and 10 of this Agreement shall survive the expiration or
termination of this Agreement for any reason.
10.10 Equitable Relief-Licensee agrees that any breach of this Agreement by Licensee will cause irreparable damage and
that, in the event of such breach, in addition to any and all remedies at law, ESRI shall have the right to an injunction,
specific performance, or other equitable relief in any court of competent jurisdiction to prevent violation of these terms and
without the requirement of posting a bond or undertaking or proving injury as a condition for relief.
10.11 Governing Law, Arbitration
A. Licensees in the United States of America, lts Possessions, and Territories-This Agreement shall be governed by and
construed in accordance with the laws of the State of California without reference to conflict oflaws principles. Except
as provided in Article 10.10 above, any controversy or claim arising out of or relating to this Agreement, or the breach
thereof, which cannot be settled through negotiation, shall be finally settled by arbitration administered by the American
Arbitration Association under its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator
may be entered in any court having jurisdiction thereof. If Licensee is a U.S. Government agency, this Agreement is
subject to the Contract Disputes Act of 1978, as amended (41 U.S.C. 601-613), in lieu of the Arbitration provisions of
this clause.
R All Other Licensees-All disputes arising in connection with the present Agreement that cannot be settled through
negotiation shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by one (I)
arbitrator appointed in accordance with said Rules. The language of the arbitration shall be in English. The place of the
arbitration shall be at a mutually agreed location. This Agreement shall not be governed by the United Nations
Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. Either
party shall, at the request of the other, make available documents or witnesses relevant to the major aspects of the
dispute.
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EXHIBIT 1
SCOPE OF USE
(E300 1/01)
Environmental Systems Research Institute, Inc,. 380 New York St., Redlands, CA 92373-8100 USA. TEL 909-793-2853. FAX 909-793-5953
End Users/Developers Developers
Single Concurrent Deployment
ESRI@ Software and Use Use Server Organization Fees Redistribution of
Data Licensel License2 License3 License4 Standard Internet Components or DLLs
ArcView@ ~ ~
ArcInfo ™ ~5
ArcEditor™ ~
Extensions6 ~ ~
ArcSDeM Server7 ~
ArcSDE Connections7 ~
SDE@ Server7 ~
SDE Connections7 ~
ArcIMS@ 7 ~ ~
RouteMApTM IMS 7 ~ ~
ArcView GIS ~
ArcView IMS ~
ArcView Internet ~
ArcView Business ~
Analyst
ArcLogistics ™ Route8 ~
PC ARC/INFO@ ~
ArcCAD@ ~
Atlas GIS™ ~
Maplex ~
MOLE™ ~
MOLE SDK ~ ~
Data Automation Kit ~
BusinessMAP@ ~
ArcPad™ 9 ~IO
MapObjects@ 11 ~ ~ ~]2
MapObjects L T ~ ~12.13
MapObjects IMS ~
MapObjects Intemet ~
ArcExplorer™ ~
NetEngine™ ~ ~ ~]2
NetEngine Internet ~ ~14
Production Line Tool ~
Set (PL TS)
Sequence Enginel5 ~
StreetEditor™ Objects ~
Data Sets 16 ~
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1 "Single use license" means a license must be dedicated for each computer or network access point that has use rights for the Software,
Data, or Documentation. Licensee may make a second copy for Licensee's exclusive use on a portable computer so long as only
one (I) copy of the Software, Data, and Documentation is in use at anyone (I) time.
"Concurrent use license" means a license that permits execution of the Software on any computer on the network. The number of
simultaneous/concurrent users may be controlled by a License Manager to access and use the Software, Data, or Documentation.
3 "Server license" means the serverside Software that resides on a per computer server basis and provides services to multiple users in a
global client/server distributed computing environment.
4 "Organizational license" means the Software, Data, and/or Documentation may be used, reproduced, displayed, and redistributed for
use by all users within the given licensed organization.
5 Node-locked license (UNIX only) is a dedicated license that allows the quantity of authorized network users to use the software
concurrently on one (I) computer.
6 Extensions to Software programs follow the same scope of use as that granted for the corresponding Software programs. For example,
if you order an ArcInfo extension, then that extension is also licensed for concurrent use,
Licensee may use the Software for Internet access provided that the source and object code are not accessible to users of the
application, and that Licensee does not generate revenue directly by charging for access to the site or service by selling data, pay-per-
view, or subscription fee, or similar means by utilization of the Software.
8 ESRI and its licensor(s) grant Licensee a nonexclusive, nontransferable, limited license to use, copy, and prepare derivative works by
(a) Translating "alroute.mld" (hereinafter "Dictionary") from the original text in the English language;
(b) Editing Geographic Data Technology (GDT) Data included within ArcLogistics Route; and
(c) Adding Data (owned by Licensee or others) to ArcLogistics Route Software.
The license grant is conditioned as follows:
(a) The derivative works are for Licensee's intemal use only;
(b) ESRI and its licensor(s) retain all exclusive right, title, and interest in and benefits from the derivative works, except Data
owned by Licensee or others; and
(c) Licensee expressly waives and relinquishes any and all ownership including, but not limited to, copyright, moral rights, or
any other statutory or common law claims to the derivative works, except for Data owned by Licensee or others.
Licensee shall not translate, modify, or edit in any way the software name "ArcLogistics Route," software logo, any third party
software, any text other than the Dictionary, or any Data other than GDT's.
The amount of Data used by Licensee is limited by Data credits purchased. Additional license fees are required if ArcLogistics Route
with Data is to be accessed by more than one (I) ArcLogistics Route license.
9 ArcPad software is currently GPS-enabled for use with Trimble, Magellan, and Ashtech brand GPS receivers within the territory of the
United States. Beginning one degree in latitude and longitude outside any United States' territorial border, ArcPad software is GPS-
enabled for all compatible GPS receiver brands. ArcPad SOFTWARE IS NOT LICENSED FOR NA VIGA TIONAL USE OR FOR
USE ON U.S. REGISTERED AND OPERATED VESSELS.
10 This is a "Dual Use License," meaning the Software may be installed on a desktop computer and either a Personal Digital Assistant
(PDA) or handheld mobile computer provided that the Software is only used by a single individual at anyone (I) time.
II Developers shall not deploy or allow to be deployed the M020.LIC or WEBLINK.LIC files or related updates. Developers must
attribute as follows: "Portions of this computer program are owned by LizardTech, Inc., and are Copyright ~ 1995-1999 LizardTech,
Inc., and/or the University of California. All rights reserved. U.S. Patent No. 5,710,835."
12 Other restrictions notwithstanding, Licensee may redistribute commercial applications to its sublicensee(s) under a written sublicense
agreement that protects ESRI's rights in its Software, Data, and Documentation to the same extent as the ESRI License Agreement, and
that includes the following terms, as a minimum:
(a) Sublicensee may not reverse engineer, decompile, or disassemble the ESRI Software, Data, or Documentation, except to the
extent permitted by applicable law, copy for commercial use, transfer, or assign its rights under the license grant; and
(b) Sublicensee may not use any ESRI Software, Data, or Documentation, in whole or in part, separate from Licensee's
executable application.
13 Developers shall not deploy or allow to be deployed the MOL T20.LIC file or related updates. Redistribution of MapObjects L T
components is on a royalty-free basis, Developers must attribute as follows: "Portions of this computer program are owned by
LizardTech, Inc., and are Copyright ~ 1995-1999 LizardTech, Inc., and/or the University of California. All rights reserved. U.S.
Patent No. 5,710,835,"
14 Subject to an annual renewal fee.
15 Licensee may only use this technology in conjunction with a custom software application developed by ESRI Professional Services.
16 Unless there is a statement to the contrary in the metadata, Licensee may use, copy, reproduce, publish, publicly display, or redistribute
map images derived from the Data in hard-copy or static, electronic formats (i.e., .gif, jpeg, etc.), provided that Licensee affixes an
attribution statement to the map images acknowledging ESRI or its licensors as the source of the portiones) of the Data displayed,
printed, or plotted.
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General Notes:
A. Use ofESRI Software, Data, or Documentation in a commercial Application Service Provider (ASP) business model is
subject to execution of a written ASP license agreement and the payment of the appropriate additional license fees. For
purposes of this Agreement, a commercial ASP means a Licensee who uses ESRI Software, and who operates the site or
the service for a profit, and directly generates revenue by charging for access to the site or service (by selling data, pay-
per-view, subscription fee, or similar means).
B. Except for the Server License grant above, ESRI does not permit a Licensee to make the ESRI Software, Data, or
Documentation available to third parties for remote geoprocessing or on a global server for access by foreign affiliates or
other third parties.
ESRI, ArcYiew, SDE, ArcIMS, PC ARC/INFO, ArcCAD, BusinessMAP, and MapObjects are trademarks of ESRI, registered in the United States and
certain other countries; registration is pending in the European Community. ArcInfo, ArcEditor, ArcSDE, RouteMAP, ArcLogistics, Atlas GIS, MOLE,
ArcPad, Arc Explorer, NetEngine, and StreetEditor are trademarks ofESRI.
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