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THE FOREGOING WARRANTIES, LIMITATIONS. AND EXCLUSIONS MAY NOT BE VALID IN SOME
<br /> JURISDICTIONS AND APPLY ONLY TO THE EXTENT PERMITTED BY APPLICABLE LAW IN LICENSEE'S
<br /> JURISDICTION. LICENSEE MAY HAVE ADDITIONAL RIGHTS UNDER LAW THAT MAY NOT BE WAIVED OR
<br /> DISCLAIMED. ESRI DOES NOT SEEK TO LIMIT LICENSEE'S WARRANTY OR REMEDIES TO ANY EXTENT
<br /> NOT PERMITTED BY LAW.
<br /> ARTICLE 8—INFRINGEMENT iNDEMNNITY
<br /> 8.1 Esri shall defend, indemnify as described below, and hold Licensee harmless from and against any loss, liability, cost, or
<br /> expense, including reasonable attorneys' fees, arising out of any claims, actions, or demands by a third party alleging that
<br /> Licensee's licensed use of Software, Self-Paced E-Learning, or Online Services infringe a US patent, copyright, or trademark,
<br /> provided
<br /> a. Licensee promptly notifies Esri in writing of the claim;
<br /> b. Licensee provides documents describing the allegations of infringement;
<br /> c. Esri has sole control of the defense of any action and negotiation related to the defense or settlement of any claim,
<br /> provided, however, that if Licensee determines in good faith that Esri has a conflict of interest in controlling such
<br /> defense, Licensee may retain control of the defense and may settle any claim, which settlement will be subject to
<br /> Esri 's approval, which approval shall not be unreasonably withheld; and
<br /> d. Licensee reasonably cooperates in the defense of the claim at Esri's request and expense.
<br /> 8.2 If Software, Self-Paced E-Learning, or Online Services are found to infringe a US patent, copyright, or trademark, Esri, at
<br /> its own expense, may either (i) obtain rights for Licensee to continue using the Software, Self-Paced E-Learning, or Online
<br /> Services or (ii) modify the allegedly infringing elements of Software, Self-Paced E-Learning, or Online Services while
<br /> maintaining substantially similar functionality. If neither alternative is commercially reasonable, the license shall terminate,
<br /> and Licensee shall cease accessing infringing Online Services and shall uninstall and return to F.sri or its authorized
<br /> distributor any infringing item(s). Esri's entire liability shall then be to indemnify Licensee pursuant to Section 8.1 and
<br /> (i) refund the Perpetual License fees paid by Licensee to Esri or its authorized distributor for the infringing items, prorated on
<br /> a five (5)-year, straight-line depreciation basis beginning from the initial date of delivery, and (ii) for Term Licenses and
<br /> maintenance, refund the unused portion of the fees paid.
<br /> 83 Esri shall have no obligation to defend Licensee or to pay any resultant costs, damages, or attorneys' fees for any claims
<br /> or demands alleging direct or contributory infringement to the extent arising out of (i) the combination or integration of
<br /> Software, Self-Paced E-Learning, or Online Services with a product, process, or system not supplied by Esri or specified by
<br /> Esri in its Documentation; (ii) material alteration of Software, Self-Paced E-Learning, or Online Services by anyone other
<br /> than Esri or its subcontractors; or (iii) use of Software, Self-Paced E-Learning, or Online Services after modifications have
<br /> been provided by Esri for avoiding infringement or use after a return is ordered by Esri under Section 8.2.
<br /> 8.4 THE FOREGOING STATES THE ENTIRE OBLIGATION OF ESRI AND iTS AUTHORIZED DISTRIBUTOR WITH
<br /> RESPECT TO INFRINGEMENT OR ALLEGATION OF INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS
<br /> OF ANY THIRD PARTY.
<br /> 8.5 The parties expressly agree that this Section 8 shall survive the expiration or termination of this License Agreement.
<br /> ARTICLE 9—GENERAL PROVISIONS
<br /> 9.1 Future Updates.
<br /> a. Products acquired under this License Agreement are governed by the terms and conditions contained in this License
<br /> Agreement.
<br /> b.. New or subsequent version releases of Products may require additional or revised General License Terms and Conditions
<br /> (E204) clauses before Licensee may use or install the affected Products. Any additional or revised General License Terms
<br /> and Conditions (E204) clauses will require a mutually agreed upon written amendment.
<br /> REV: 07-15-16 RL
<br /> ATTY/AGR..2016. 189/ESRt Software License Agreamne f 24
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