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causes may include, but are not limited to, acts of God, war, strikes or labor disputes, cyber-attacks, laws or
<br />government orders, or any other force majeure event.
<br />9.4 Compliance Review. Customer will keep accurate and complete records and accounts pertaining to its
<br />compliance with its obligations under this License Agreement. Esri or its authorized distributor may conduct a
<br />compliance review of these records and accounts no fewer than seven (7) business days' written notice, or may
<br />appoint an independent third party to conduct such a compliance review on its behalf. Customer will promptly
<br />correct any noncompliance identified during the compliance review. Neither Esri nor distributor may conduct a
<br />compliance review of Customer within twelve (12) months after the conclusion of any prior compliance review that
<br />does not reveal a material Customer noncompliance.
<br />9.5 Taxes and Fees, Shipping Charges. License fees quoted to Customer are exclusive of any and all
<br />applicable taxes or fees, including, but not limited to, sales tax, use tax, value-added tax (VAT), customs, duties,
<br />or tariffs, and shipping and handling charges.
<br />9.6 No Implied Waivers. The failure of either party to enforce any provision of this License Agreement shall not
<br />be deemed a waiver of the provisions or of the right of such party thereafter to enforce that or any other provision.
<br />9.7 Severability. The parties agree that if any provision of this License Agreement is held to be unenforceable for
<br />any reason, such provision shall be reformed only to the extent necessary to make the intent of the language
<br />enforceable.
<br />9.8 Successor and Assigns. Customer shall not assign, sublicense, or transfer Customers rights or delegate
<br />Customer's obligations under this License Agreement without Esri's and its authorized distributor's prior written
<br />consent, and any attempt to do so without consent shall be void. This License Agreement shall be binding on the
<br />respective successors and assigns of the parties to this License Agreement. Notwithstanding, a government
<br />contractor under contract to the government to deliver Products may assign this License Agreement and Products
<br />acquired for delivery to its government customer upon written notice to Esri, provided the government customer
<br />assents to the terms of this License Agreement.
<br />9.9 Survival of Terms. The provisions of Articles 2, 5, 6, 7, 8, and 9 of this License Agreement shall survive the
<br />expiration or termination of this License Agreement.
<br />9.10 Equitable Relief. Customer agrees that any breach of this License Agreement by Customer may cause
<br />irreparable damage and that, in the event of such breach, in addition to any and all remedies at law, Esri or its
<br />authorized distributor shall have the right to seek an injunction, specific performance, or other equitable relief in
<br />any court of competent jurisdiction without the requirement of posting a bond or proving injury as a condition for
<br />relief.
<br />9.11 US Government Customer. The Products are commercial items, developed at private expense, provided to
<br />Customer under this License Agreement. If Customer is a US government entity or US government contractor,
<br />Esri licenses Products to Customer in accordance with this License Agreement under FAR
<br />Subparts 12.211/12.212/12.213 or DFARS Subpart 227.7202, or equivalent policy for intellectual property or
<br />technology developed at private expense, as applicable. Esri Data and Content are licensed under the same
<br />DFARS Subpart 227.7202 policy as commercial computer software for transactions made under DFARS, as
<br />these items contain, are bundled with, or are provided for use with Software or Online Services. Products are
<br />subject to restrictions, and this License Agreement strictly governs Customer's use, modification, performance,
<br />reproduction, release, display, or disclosure of Products. License provisions that are inconsistent with federal law
<br />will not apply. A US government Customer may transfer Software to any of its facilities to which it transfers the
<br />computer(s) on which such Software is installed. If any court, arbitrator, or board holds that Customer has greater
<br />rights to any portion of Products under applicable public procurement law, such rights shall extend only to the
<br />portions affected.
<br />9.12 Governing Law, Arbitration
<br />a. Customers in the United States of America, Its Territories, and Outlying Areas. This License Agreement shall
<br />be governed by and construed in accordance with the laws of the State of California without reference to
<br />REV: 07-08-19 DZ
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