ESRI Attribution and Licensing Agreement
UNLESS IT IS SUPERSEDED BY A SIGNED LICENSE AGREEMENT BETWEEN YOU AND
ESRI, ESRI IS WILLING TO LICENSE THE MATERIALS TO YOU ONLY IF YOU
ACCEPT ALL OF THE TERMS AND CONDITIONS CONTAINED IN THIS ATTRIBUTION
& LICENSE AGREEMENT. PLEASE READ THE TERMS AND CONDITIONS
CAREFULLY. THE MATERIALS WILL NOT BE MADE AVAILABLE FOR DOWNLOAD UNTIL
YOU HAVE MANIFESTED YOUR ASSENT TO THESE TERMS AND CONDITIONS OF THE
LICENSE AGREEMENT BY CLICKING "accept" BELOW. IF YOU DO NOT AGREE TO
THE TERMS AND CONDITIONS, ESRI IS UNWILLING TO LICENSE THE MATERIALS TO
YOU, AND YOU MUST CLICK "decline" BELOW.
ESRI ATTRIBUTION & LICENSING AGREEMENT
(E213 3/09)
This ESRI Attribution & Licensing Agreement ("Agreement") is
between you ("You") and Environmental Systems Research Institute, Inc.
("ESRI"), a California corporation, with a place of business in
Redlands, California, USA.
Article 1- DEFINITIONS
The terms used herein are defined as follows:
(a) Materials mean all or any portion of ESRI's proprietary scripts,
software, data, documentation, or related materials supplied by ESRI,
regardless of the format or content provided under this Agreement.
(b) Derivative Works mean any products, services, or methods created
using, incorporating, or derived from the Materials or from other
Derivative Works. Derivative Works may consist of collective works of
authorship.
Article 2- INTELLECTUAL PROPERTY RIGHTS AND RESERVATION OF OWNERSHIP
Materials supplied under this Agreement are licensed and not sold. ESRI
solely owns all Materials, which are protected by United States laws
and applicable international laws, treaties, and conventions regarding
intellectual property or proprietary rights. Nothing in this Agreement
shall abridge ESRI's rights in the Materials. Any rights not granted
herein are reserved exclusively by ESRI.
Article 3- GRANT OF LICENSE
3.1 Grant of License
(a) The Agreement is intended to promote the free exchange of Materials
related to ESRI products and services. Subject to Your express
agreement to keep all attribution, copyright, and ownership notices
included in the Materials wholly intact, ESRI grants You a worldwide,
royalty-free, nonexclusive, perpetual, nontransferable license:
(i) To use, execute, display, perform, and transmit the Materials;
(ii) To reproduce and distribute the Materials consistent with the terms and conditions of this Agreement;
(iii) To produce Derivative Works of the Materials;
(iv) To redistribute Derivative Works subject to terms and conditions of this Agreement; and
(v) To use, execute, display, perform, and transmit Derivative Works.
(b) If You acquire a patent (or any similar right issued in a foreign
jurisdiction) or prepare any Derivative Work that incorporates or
relies upon Materials Licensee grants to ESRI and its licensees a
worldwide, royalty-free, nonexclusive, perpetual, nontransferable
license to implement and use the patent or Derivative Work.
(c) ESRI reserves the right to improve and/or make changes in its
offerings of the Materials and its associated software, datasets, or
information at any time.
3.2 Redistribution of Materials. You may redistribute the Materials
under this Agreement to non parties to this agreement ("Sublicensee")
only if (1) a complete copy of this license is provided to and
expressly agreed upon by the Sublicensee or (2) the Material is
included in a deliverable in such a manner that the Material is not
accessible, usable, or extractable by the Sublicensee without the use
of extraordinary measures. This Agreement is specific to the Materials
provided and does not govern any other ESRI products or services.
Sublicensees are subject to terms and conditions of this Agreement for
use of the Materials and Derivative Works.
3.3 Technology Neutrality. The rights granted herein apply in any media
or format, whether presently used or hereafter devised. These rights
include the right to make any modifications necessary in order make use
of Materials on platforms for which it was not designed. If such
modifications are made, any attribution and copyright notices included
in the Materials shall be included and left wholly intact.
Article 4- DISCLAIMERS AND LIMITATION OF LIABILITY
4.1 Disclaimer of Warranties. ESRI DISCLAIMS ALL WARRANTIES OF ANY
KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED
WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE
MATERIALS ARE PROVIDED "AS IS" AND YOU ASSUME ALL RISK OF USE.
4.2 Limitation of Liability. ESRI AND SHALL NOT BE LIABLE TO YOU FOR
COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOST PROFITS,
LOST SALES, OR BUSINESS EXPENDITURES; INVESTMENTS; BUSINESS
COMMITMENTS; LOSS OF ANY GOODWILL, OR FOR ANY INDIRECT, SPECIAL,
INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THIS
LICENSE AGREEMENT OR USE OF THE MATERIALS, HOWEVER CAUSED ON ANY THEORY
OF LIABILITY, WHETHER OR NOT ESRI HAS BEEN ADVISED OF THE POSSIBILITY
OF SUCH DAMAGE. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY
FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
Article 5- GENERAL PROVISIONS
5.1 Export Control Regulations. You expressly acknowledges and agree
that Licensee shall not export, reexport, transfer or release the
Materials, in whole or in part, to (i) any U.S. embargoed country (or
to national or resident of any U.S. embargoed country); (ii) 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 Denial Orders; or (iv) any person or entity where such export,
reexport, or provision violates any U.S. export control laws or
regulations, including but not limited to the terms of any export
license or licensing provision and any amendments and supplemental
additions to U.S. export laws as they may occur from time to time.
5.2 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.
5.3 Successor and Assigns. You shall not assign or transfer Your rights
or delegate its obligations under this Agreement without ESRI's prior
written consent. Any attempt to do so without prior written consent
shall be void.
5.4 Equitable Relief. You agree that Your breach of this Agreement may
cause irreparable harm 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 without the requirement of posting
a bond or undertaking or proving injury as a condition for relief.
5.5 Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the United States of America, and to the
extent they are not dispositive, the laws of the State of California
without regard to conflicts of law principles.
5.6 Entire Agreement. This Agreement constitutes the sole and entire
agreement of the parties as to the Materials provided hereunder.
Additional or different terms included with an order or other document
shall not be binding upon ESRI. Any modification(s) or amendment(s) to
this Agreement must be in writing and signed by each party. This
Agreement shall have no effect on interpretation, application, or the
rights and obligations associated with any other agreements between You
and ESRI, whether agreed to before or after the date of this Agreement.
ESRI, 380 New York St., Redlands, CA 92373-8100 USA | TEL 909-793-2853 | FAX 909-793-5953
E213 3/09
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