IMPORTANT-READ CAREFULLY BEFORE ELECTING TO INSTALL THIS SOFTWARE. ENVIRONMENTAL SYSTEMS RESEARCH INSTITUTE, INC. (ESRI), IS WILLING TO LICENSE THE ENCLOSED SOFTWARE AND
RELATED MATERIALS TO YOU ONLY ON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS AND CONDITIONS CONTAINED IN THIS ELECTRONIC AND/OR SHRINK-WRAP ESRI SOFTWARE LICENSE AGREEMENT. PLEASE READ THE TERMS AND CONDITIONS CAREFULLY BEFORE ELECTING TO
INSTALL THE SOFTWARE ON YOUR COMPUTER SYSTEM. BY ELECTING TO INSTALL THE SOFTWARE YOU ARE INDICATING YOUR ACCEPTANCE OF THE ESRI SOFTWARE LICENSE AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS AS STATED, THEN ESRI IS UNWILLING TO LICENSE THE SOFTWARE AND RELATED MATERIALS TO YOU; IN WHICH EVENT, YOU MUST PRESS THE "NO" BUTTON IN THE SUBSEQUENT LICENSE AGREEMENT DIALOG BOX AND THE SOFTWARE SHALL NOT INSTALL ON YOUR COMPUTER SYSTEM AND RETURN ANY SOFTWARE, MEDIA, AND RELATED MATERIALS TO ESRI.
ESRI Software License Agreement
This is a license agreement and not an agreement for sale. This electronic software license agreement (Agreement) is between the end user (Licensee) and Environmental Systems Research Institute, Inc. (ESRI), and gives Licensee certain limited rights to use the proprietary ESRI ArcExplorer(tm) software and related materials (hereinafter referred to as "Software and Related Materials"). All rights not specifically granted in this Agreement are reserved to ESRI.
Reservation of Ownership and Grant of License
ESRI retains exclusive rights, title, and ownership of the copy of the Software and Related Materials licensed under this Agreement and, hereby, grants to Licensee a personal and nonexclusive license right to use the Software and Related Materials based on the terms and conditions of this Agreement. From the date of receipt, Licensee agrees to use reasonable effort to protect the Software and Related Materials from unauthorized use, reproduction, distribution, or publication.
Copyright
The Software and Related Materials are owned by ESRI and its third-party licensor(s) and are protected
by United States copyright laws and applicable international laws, treaties, and/or conventions. Licensee agrees not to export the Software and Related Materials into a country that does not have copyright laws that will protect ESRI's proprietary rights.
Permitted Uses
Licensee may install the Software and Related Materials onto the permanent storage device(s) on the computer system(s) and/or specific computer network(s). Licensee may use the Software and Related Materials in its entirety without a licensee fee on the computer system(s) and/or specific computer network(s) for Licensee's own internal use.
Licensee may make routine computer backups.
Licensee may reproduce and redistribute the Software and Related Materials provided: (1) the Software and Related Materials are reproduced and redistributed in its entirety, (2) this ESRI Software License Agreement accompanies each copy of the Software and Related Materials, (3) all copyright and trademark notices are reproduced, (4) there is no charge or fee attributable to the inclusion of the Software and Related Materials with Licensee's data, and (5) the logo (AELOGO.bmp or AELOGO.jpg) that is included with the Arc Explorer software is included on the packaging for the Licensee's product, subject to the ESRI Trademark and Logo Usage Guidelines. A nonexclusive limited license to use the ESRI logo under the terms set forth above is hereby granted for so long as this Agreement is in effect.
Uses Not Permitted
Licensee shall not sell, rent, lease, lend, sublicense, assign, or time-share the Software and Related Materials for any commercial redistribution purposes other than including the Software and Related Materials free of charge. Licensee shall not reverse engineer, decompile, or disassemble the Software and Related Materials and/or data format(s). Licensee shall not remove or obscure any ESRI copyright or trademark notice(s).
Installation
Licensee agrees it shall use and include with Licensee's data only the installation program provided by ESRI that contains all appropriate license inclusions and applicable components necessary for ArcExplorer functionality.
Term
The license granted by this Agreement shall commence upon Licensee's receipt of the Software, Data, and Related Materials and shall continue until such time that (1) Licensee elects to discontinue use of the Software, Data, and Related Materials and terminates this Agreement or (2) ESRI terminates for Licensee's material breach of this Agreement. Upon termination of this Agreement in either instance, Licensee shall return to ESRI the Software, Data, Related Materials, and any whole or partial copies, codes, modification, and merged portions in any form. The parties hereby agree that all provisions that operate to protect the rights of ESRI shall remain in force should breach occur.
Limited Warranty
THE SOFTWARE AND RELATED MATERIALS CONTAINED HEREIN ARE PROVIDED "AS IS," WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
Limitation of Liability
ESRI shall not be liable for indirect, special, incidental, or consequential damages related to Licensee's use of the Software and Related Materials, even if ESRI is advised of the possibility of such damage. ESRI will not be liable in any way whatsoever to Licensee or Licensee's users, for any claims or damages based on the use of ArcExplorer with Licensee's data.
Indemnity
Licensee shall indemnify and hold harmless ESRI and its third-party suppliers against any claim or damages based on use of ArcExplorer with Licensee's data including, but not limited to, attorney fees, costs, damages, judgments, and reasonable expenses incurred.
Waivers
No failure or delay by ESRI in enforcing any right or remedy under this Agreement shall be construed as a waiver of any future or other exercise of such right or remedy by ESRI.
Export Regulations
Licensee acknowledges that this Agreement and the performance thereof are subject to compliance with any and all applicable United States laws, regulations, or orders relating to the export of computer software or know-how relating thereto. ESRI Software and Related Materials have been determined to be Technical Data under United States export laws. Licensee agrees to comply with all laws, regulations, and orders of the United States in regard to any export of such Technical Data.
Licensee agrees not to disclose or re-export any Technical Data received under this Agreement in or to any countries for which the United States government requires an export license or other supporting documentation
at the time of export or transfer, unless Licensee has obtained prior written authorization from ESRI and the U.S. Office of Export Control. The countries restricted at the time of this Agreement are Cuba, Iraq, Libya, Iran, and North Korea.
U.S. Government Restricted/Limited Rights
Any software, documentation, and/or data delivered hereunder is subject to the terms of the License Agreement. In no event shall the Government acquire greater than RESTRICTED/LIMITED RIGHTS. At a minimum, use, duplication, or disclosure by the Government is subject to restrictions as set forth in FAR º52.227-14 Alternates I, II, and III (JUN 1987); FAR º52.227-19 (JUN 1987) and/or FAR º12.211/12.212 (Commercial Technical Data/Computer Software); and DFARS º252.227-7015 (NOV 1995) (Technical Data) and/or DFARS º227.7202 (Computer Software), as applicable. Contractor/Manager is Environmental Systems Research Institute, Inc., 380 New York Street, Redlands, CA 92373-8100 USA.
Governing Law
This Agreement shall be governed by the laws of the State of California or, if ArcExplorer is used in a country outside of the United States of America, by the commercial laws of the country in which ArcExplorer is delivered or downloaded, except as to Copyright or Trademark matters, which shall be governed by the laws of the United States of America, the State of California, and International Conventions and treaties, as applicable. This License shall not be construed under the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.
Entire Agreement
The parties agree that this constitutes the sole and entire agreement of the parties as to the matter set forth herein and supersedes any previous agreements, understandings, and arrangements between the parties relating
hereto. Please indicate your acceptance or nonacceptance of the foregoing ESRI Software License Agreement by clicking on the appropriate button in the subsequent license agreement dialog box.
