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depreciation basis beginning from the initial date of delivery, and (ii) for Term Licenses and maintenance, refund the unused portion of the fees paid. 8.3 Esri shall have no obligation to defend Customer or to pay any resultant costs, damages, or attomeys' fees for any claims or demands alleging direct or contributory infringement to the extent arising out of (I) the combination or integration of Software, Self -Paced E -Learning, or Online Services with a product, process, or system not supplied by Esri or specified by Esri in its Documentation; (i[) material alteration of Software, Self -Paced E - Learning, or Online Services by anyone other than Esri or its subcontractors; or (iii) use of Software, Self -Paced E -Learning, or Online Services after modifications have been provided by Esri for avoiding infringement or use after a return is ordered by Esri under Section 8.2. 8.4 THE FOREGOING STATES THE ENTIRE OBLIGATION OF ESRI AND ITS AUTHORIZED DISTRIBUTOR WITH RESPECT TO INFRINGEMENT OR ALLEGATION OF INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. 8.5 The parties expressly agree that this Section 8 shall survive the expiration or termination of this License Agreement. ARTICLE 9—GENERAL PROVISIONS 9.1 Future Updates. a. Products acquired under this License Agreement are governed by the terms and conditions contained in this License Agreement. b. New or subsequent version releases of Products may require additional or revised General License Terms and Conditions (E204) clauses before Customer may use or install the affected Products. Any additional or revised General License Terms and Conditions (E204) clauses will require a mutually agreed upon written amendment. c. New or subsequent version releases of Products may require additional or revised Exhibit 1—Product-Specific Terms of Use (E300) clauses before Customer may use or install the affected Products. Esri will make new or revised terms of use available at http://www.esri.com/legal/software-license. i. Any additional or revised Exhibit B.1—Product-Specific Terms of Use (E300) clauses will apply to (i) new or subsequent version releases of Software and Data; and (it) subsequent subscription terms for Online Services, without the requirement for a written amendment. it. Additional or revised Exhibit B.1—Product-Specific Terms of Use (E300) clauses will not replace or revise the existing clauses of the General License Terms and Conditions (E204) contained in this License Agreement. iii. Customer's use or installation of new or subsequent version releases of Products will be deemed acceptance of the additional or revised Exhibit B.1—Product-Specific Terms of Use clauses. iv. If Customer chooses to negotiate changes to additional or revised Exhibit B.1—Product-Specific Terms of Use (E300) clauses, Customer agrees not to ([) use or install new or subsequent version releases of affected Software and Data, and (ii) use or access Online Services, until the parties execute a signed written amendment. Customer may continue to use the previous version of the Software and Data. 9.2 Export Control Regulations. Each party will comply with all applicable export laws and regulations, including the US Department of Commerce's Export Administration Regulations (EAR), the US Department of State's International Traffic in Arms Regulations ([TAR), and other applicable export laws. Customer will not export, reexport, resell, transfer, release, or otherwise dispose of, in whole or in part, or permit access, transfer, or use of Products to any United States embargoed countries or denied entitles or persons except in accordance with all then -current applicable US government export laws and regulations. Customer will not use Products for the development, design, manufacture, use, or production of missiles or nuclear, chemical, or biological weapons without proper authorization from the US government. Customer shall immediately notify Esri in writing if any US government entity or agency denies, suspends, or revokes Customer's export privileges. 9.3 Force Majeure. A party will not be liable for any failure of or delay in the performance of this License Agreement for the period that such failure or delay is due to causes beyond the partys reasonable control. Such REV: 07-08-19 DZ ATTY/AGR.Amend No. 1/ESRI Page 14 of 21