HomeMy WebLinkAbout20002134.tiff *)111.<71 ESRI
Environmental Systems Research Institute,Inc.,380 New York St,Redlands,CA 92373.8100 USA•TEL 909-793-2853•FAX 909-7935953
MASTER LICENSE AGREEMENT
Contract No.2000MLA1/4,$9
This Master License Agreement(hereinafter referred to as "Agreement")is between Environmental Systems Research
Institute,Inc. ("ESRI"),a California corporation,with its principal place of business at 380 New York Street,Redlands,
California, 92373-8100,and WELT) c?OUAJ—`/ ("Licensee"),a COLc LVA o ct,IJu t rY ,
(state.province,etc.) (type of entity)
with its principal place of business at 9/ /U r' STrk c ET a{c E E LEY 0-O }'CL 3 /
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ARTICLE 1-DEFINITIONS
1.1 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 ESRI's proprietary GIS software technology,computer
software code,components,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 ESRI 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 ESRI 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 briefings 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 ESRI and its licensor(s)and are protected by United States laws and
applicable international laws,treaties,and conventions regarding intellectual property or proprietary rights. ESRI 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 ESRI 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,ESRI 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;
(b) Use and affix certain ESRI trademark logos and/or emblems in conjunction with Licensee's use of the Software,
Data,and Documentation in accordance with the ESRI Trademark Usage Guidelines then in effect;and
(c) Access and use any secure ESRI Web site resources for Licensee's internal use only,provided that Licensee follows
any of ESRI's terms of use policy specified therein. All password or controlled access information provided by
ESRI shall be treated as ESRI 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
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G-473/PS 1 PN84510 5/15/2000
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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 tight to
determine which Beta Software and Documentation, subsequent interim beta release(s),or patch(es)will be made available to
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.
3.3 Evaluation License—ESRI may from time to time extend a limited term evaluation license(s)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.
ARTICLE 4 -SCOPE OF USE
4.1 Permitted Uses
• Licensee may(i)install and store copies onto electronic storage device(s)and(ii)use the Software,Data,and
Documentation as described in Exhibit 1 set forth herein and based on 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 customize the Software using any(i)macro or scripting language,(ii)open 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 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 for Licensee's own internal use. The portion(s)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 of ESRI and its licensor(s)in the Documentation supplied in digital format:
"Portions of this document include intellectual property of ESRI and its licensor(s)and are used herein under license.
Copyright®[Insert the actual copyright date(s)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
dynamic link libraries(DLLs)without the prior written approval of ESRI 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.
• Licensee shall not make any attempt to circumvent the technological measure(s)(e.g.,License Manager,etc.)that
controls access to the Software, Data,and Documentation,except to the extent that such activity is expressly permitted
by applicable law notwithstanding this restriction.
• 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.
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.
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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 for Licensee's material breach. Upon termination of this Agreement,
Licensee shall uninstall,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 date of keycode 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)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 these 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 FOR A PARTICULAR PURPOSE.AND
NONINFRINGEMENT. ESRI DOES NOT WARRANT THAT THE SOFTWARE,DATA,OR DOCUMENTATION
WILL MEET LICENSEE'S NEEDS,OR THAT LICENSEE'S OPERATION OF THE SAME WILL BE
UNINTERRUPTED,ERROR FREE,OR THAT ALL NONCONFORMITIES CAN OR WILL BE CORRECTED.
LICENSEE EXPRESSLY ACKNOWLEDGES AND AGREES THAT BETA AND EVALUATION 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, AND NONINFRINGEMENT. LICENSEE ASSUMES ALL RISK AS TO THE QUALITY AND
PERFORMANCE OF THE BETA AND EVALUATION SOFTWARE.
ARTICLE 8-EXCLUSIVE REMEDY AND LIMITATION OF LIABILITY
8.1 Exclusive Remedy—Licensee's exclusive remedy and ESRI's entire liability shall be limited,at ESRIs sole discretion
to, (i)replacement of any defective media,(ii)repair,correction,or a workaround 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 do
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.
8.2 Limitation 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
ITS LICENSOR(S)HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THESE LIMITATIONS
SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
ARTICLE 9-INFRINGEMENT INDEMNITY
9.1 The indemnifying party shall defend,indemnify,and hold harmless the indemnified party from and against any loss,
liability,cost,or expense,including reasonable attorneys'fees,which may be incurred by the indemnified party against any
claims,actions,or demands by a third party alleging that the indemnifying party's software,data,documentation,and/or
customized application infringes a U.S.patent,copyright,or trademark provided
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(a) The indemnified party promptly notifies the indemnifying party in writing of the claim thereof;
(b) The indemnifying party has sole control of the defense of any actions and negotiations related to the defense or
settlement of any claim;and
(c) The indemnified party cooperates fully in the defense of the claim at the indemnifying party's expense.
9.2 If ESRI believes that the Software,Data,or Documentation will become the subject of an infringement claim.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 noninfringing while maintaining substantially similar software
functionality and/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. As set forth in Article 9.1 above,Licensee is responsible to ESRI for any damages arising out of,or incurred in
connection with,Licensee's use,reproduction,or custom application developed with Software,Data,or Documentation
pursuant to this Agreement.
9.3 The indemnifying party shall have no obligation hereunder to defend the other party and/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
arise by reasons of combination of noninfringing items with any items not supplied by the indemnifying party;(ii)material
alteration of the software,data,documentation,and/or value-added package by the other party,its agents,and/or its
contractors;(iii)the direct or contributory infringement of any process patent by the other party through the use of the
software;and(iv)continued allegedly infringing activity by the other party after the other party has been notified of the
possible infringement.
THE FOREGOING STATES THE ENTIRE OBLIGATION OF THE INDEMNIFYING PARTY WITH RESPECT TO
INFRINGEMENT OF A U.S.PATENT,COPYRIGHT,OR TRADEMARK.
ARTICLE 10-GENERAL PROVISIONS
10.1 Future Orders—Any order received for delivery of ESRI Software, Data,or Documentation will be licensed under the
terms and conditions of this Agreement. ESRI reserves the right to modify the terms and conditions of Agreement for future
versions of the ESRI Software, Data,and Documentation delivered as newly offered deliverables or under either maintenance
or upgrade programs. Notwithstanding any other provisions of purchase orders issued by Licensee for additional licenses,
such purchase orders shall be governed solely by the terms and conditions of this Agreement.
10.2 Export Control Regulations—Licensee expressly acknowledges and agrees that Licensee shall not export,re-export,
or provide the Software,Data,or Documentation,in whole or in part,to(i)any country to which the U.S.has embargoed
goods,(ii)to any person on the U.S.Treasury Department's list of Specially Designated Nationals,(iii)any person or entity
on the U.S. Commerce Department's Table of Deny Orders,or(iv)any person or entity where such export,re-export,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 portion(s)affected and shall in no event exceed restricted/limited rights
as defined in FAR 52.227-14, Alternates I,II,and III and FAR 52.227-19.
10.4 Taxes and Fees,Shipping Charges—License fees quoted to Licensee are net of any and all taxes or fees including,but
not limited to,sales tax,use tax, VAT,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.
10.6 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.
G-473/P5 4 5/15/2000
10.7 Counterparts—This Agreement may be executed in counterparts,all of which,taken together,shall be deemed one(I)
original document.
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. 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 seek 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, its Possessions, and Territories—This Agreement is governed by and
construed in accordance with the laws of the State of California without reference to conflict of laws principles. 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.
B. 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(1)
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.
ARTICLE 11—ENTIRE AGREEMENT,AMENDMENTS
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 hereto. Except as
otherwise expressly provided herein,any modifications 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
7ti IELh Cr-NI et/ RESEARCH INSTITUTE,INC.
(Licensee) :', (ESRI)
By:
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Authorized Signature % A tho 'zed Sitiature
Printed Name: A..o4 4 i. KI IXKMEVER Printed Name: JAfQJJFI VN RICKS
Contracts Admin.
Title: dahlia; . .DA EO OF de.WUIy 60,G'M/SS/0 F.-ef Stifle:
Date: f' / 'a��C Date: AUG 1 6 2000
G-473/P5 5 5/15/2000
EXHIBIT 1
SCOPE OF USE
Redistribution
Fixed Floating Server Deployment of Components
ESRI® Software and Data Licenser Licensee License3 Fees or DLLs
Standard Internet
ArcInfoT" ✓d ✓
ArcInfo Extensions /5 ✓
ArcSDETM Enterprise ✓
ArcSDE Server ✓
ArcSDE Connections ✓
ArcIMST'' ✓6 ✓
RouteMAP IMS ✓ /
Arc View®GIS ✓
Arc View Extensions ✓ _
Arc View IMS ✓
ArcView Internet — ✓7
Arc View Business Analyst ✓
ArcLogistics." Route ✓ _
PC ARC/INFO® ✓
ArcCAD® ✓ .
Atlas GISTu ✓
Maplex ✓ ,
MOLETtj ✓
DAKTu ✓
BusinessMAP5 ../
ArcPad'}' ✓s _ _
MapObjects®79 ✓ ✓ ✓
MapObjects LT ✓ j ✓ vin
MapObjects IMS ✓
MapObjects Internet /7
I "Fixed license"means a license must be dedicated for each single processing unit on the computer system(s)or network(s)that have access and use
rights to the Software,Data,or Documentation.
2 "Floating license"means a license that permits a number of simultaneous/concurrent users as controlled by License Manager to access and use the
Software.Data,or Documentation.
3 "Server license"means the server-side Software that resides on a per computer server basis and provides services to multiple users in a client—server
distributed computing environment.
d Node-locked license(UNIX only).
5 Node-locked license(UNIX only).
6 ArcIMS administration and management tools may be copied and distributed throughout the Licensee's organization for its own internal use. licensee
may establish a redundant server for failover operations in the event the primary site fails.
7 Subject to an annual renewal fee.
S 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 any one time.
9 Developers must attribute as follows: "Portions of this computer program are owned by LizardTech,Inc.,and arc Copyright O 1995-1999 LizardTech,
Inc.and/or the University of California. All rights reserved. U.S.Patent No.5,710,835."
10 Redistribution of MapObjects LT components is on a royalty-free basis,subject to certain sublicensing provisions.
ESRI,ArcView,PC ARC/INFO,ArcCAD.BusinessMAP,and MapObjects are trademarks of Environmental Systems Research Institute,Inc.,registered in
the United States and certain other countries;registration is pending in the European Community. ArcSDE,ArcIMS,RouteMAP,ArcLogistics,Atlas GIS,
MOLE,DAK,and ArcPad are trademarks of Environmental Systems Research Institute,Inc.
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Redistribution
Fixed Floating Server Deployment of Components
ESRI Software and Data License License License Fees or DLLs
Standard Internet
NetEngine'" ✓ ✓ ✓
NetEngine Internet ✓ ✓i l
Production Line Tool Set ✓
(PLTS)
Data Sets ✓
I1 Subject to an annual renewal fee.
General Notes:
• With the exception of Server licenses noted above,any other ESRI Software to be used as an Internet or Intranet map
server/engine is subject to payment of the appropriate additional license fees.
• Use of ESRI Software,Data,or Documentation in an 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.
•
NetEngine is a t tidemark of Environmental Systems Research Institute.Inc.
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