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1 .0--ADDITIONAL DEFINITIONS 2.0-ADDITIONAL GRANT OF LICENSE In addition to the definitions provided in the License 2.1 Grant of License. Subject to the terms and Agreement, the following definitions apply to this conditions of this Agreement, Esri grants to Licensee Agreement: a personal, nonexclusive, nontransferable license solely to use, copy, and Deploy quantities of the "Deploy" , "Deployed" and " Deployment" mean to Products listed in Table A—List of Products for the redistribute and install the Products and related term provided on the first page (i) for the applicable Authorization Codes within Licensee's organization(s). Fee and (ii) in accordance with the License Agreement. " Fee" means the fee set forth in the Quotation. 2.2 Consultant Access. Esri grants Licensee the right to "Incident" means a failure of the Software or Online permit Licensee's consultants or contractors to use the Services to operate according to the Documentation Products exclusively for Licensee's benefit. Licensee where such failure substantially impacts operational or will be solely responsible for compliance by functional performance. consultants and contractors with this Agreement and will ensure that the consultant or contractor "License Agreement" means (i) the applicable license discontinues use of Products upon completion of agreement incorporated by this reference that is found at work for Licensee. Access to or use of Products by http://www.esri.com/legaUsoflware-license; composed of consultants or contractors not exclusively for the General License Terms and Conditions (E204) and Licensee's benefit is prohibited. Licensee may not Exhibit 1, Scope of Use (E300); and available in the permit its consultants or contractors to install installation process requiring acceptance by electronic Software or Data on consultant, contractor, or third- acknowledgment or (ii) a signed license agreement party computers or remove Software or Data from between the parties that supersedes such electronically Customer locations, except for the purpose of hosting acknowledged license agreement. the Software or Data on Contractor Sewers for the benefit of Licensee. "Maintenance" means Tier 2 Support, Product updates, and Product patches provided to Licensee during the term of this Agreement. 3.0-TERM, TERMINATION, AND EXPIRATION "Product(s)" means the products identified in Table A— 3. 1 Term. The term of this Agreement and all licenses List of Products and any updates to the list Esri provides hereunder will commence on the Effective Date and in writing. continue for the duration identified on the signature page, unless this Agreement is terminated earlier as "Quotation" means the offer letter and quotation provided herein. Licensee is only authorized to use provided separately to Licensee. Products during the term of this Agreement. For an Agreement with a limited term, Esri does not grant "Technical Support" means the technical assistance for Licensee an indefinite or perpetual license to attempting resolution of a reported Incident through error Products. correction, patches, hot fixes, workarounds, replacement deliveries, or any other type of Product corrections or 3.2 No Use upon Agreement Expiration or modifications. Termination. All Product licenses and all Maintenance, Esri Virtual Campus access, and Esri "Tier 1 Help Desk" means Licensee's point of contact(s) User Conference registrations terminate on expiration to provide all Tier 1 Support within Licensee's or termination of this Agreement. organization(s). 3.3 Termination for a Material Breach. Either party "Tier 1 Support" means the Technical Support provided may terminate this Agreement for a material breach by the Tier 1 Help Desk. by the other party. The breaching party will be given a period of thirty (30) days from the date of written "Tier 2 Support" means the Technical Support provided notice to cure any material breach. to the Tier 1 Help Desk when an Incident cannot be resolved through Tier 1 Support. Licensee will receive 3.4 Termination for Lack of Funds. For an Agreement Tier 2 Support from Esri. with government or government-owned entities, either party may terminate this Agreement before any subsequent year if Licensee is unable to secure Page 3 of 5 / 016.187/ESRI 1 Enterprise License