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c. New or subsequent version releases of Products may require additional or revised Exhibit 1 - Scope of Use (E300) clauses
<br /> before Licensee may use or install the affected Products. Esri will make new or revised terms of use available at
<br /> iittp://www.esri.comilegallsoftware-license.
<br /> i. Any additional or revised Exhibit 1 - Scope of Use (E300) clauses will apply to (i) new or subsequent version
<br /> releases of Software and Data; and (ii) subsequent subscription terms for Online Services, without the
<br /> requ.rement for a written amendment.
<br /> ii. Additional or revised Exhibit I - Scope of Use (E300) clauses will not replace or revise the existing clauses of the
<br /> General License Terms and Conditions (E204) contained in this License Agreement.
<br /> iii. Licensee's use or installation of new or subsequent version releases of Products will be deemed acceptance of the
<br /> additional or revised Exhibit I - Scope of Use (E300) clauses.
<br /> iv. If Licensee chooses to negotiate changes to additional or revised Exhibit 1 - Scope of Use (E300) clauses,
<br /> Licensee agrees not to (i) use or install new or subsequent version releases of affected Software and Data, and (ii)
<br /> use or access Online Services, until the parties execute a signed written amendment. Licensee may continue to use
<br /> the previous version of the Software and Data.
<br /> 9.2 Export Control Regulations. Each party will comply with all applicable export laws and regulations, including the US
<br /> Department of Commerce's Export Administration Regulations (EAR), the US Department of State's International Traffic in
<br /> Arms Regulations (ITAR), and other applicable export laws. Licensee will not export, reexport, resell, transfer, release, or
<br /> otherwise dispose of, in whole or in part, or permit access, transfer, or use of Products to any United States embargoed
<br /> countries or denied entities or persons except in accordance with all then-current applicable US government export laws and
<br /> regulations. Licensee will not use Products for the development. design, manufacture, use, or production of missiles or
<br /> nuclear, chemical, or biological weapons without proper authorization from the US government. Licensee shall immediately
<br /> notify Esri in writing if any US government entity or agency denies, suspends, or revokes Licensee's export privileges.
<br /> 9.3 Force Majeure. A party will not be liable for any failure of or delay in the performance of this License Agreement for
<br /> the period that such failure or delay is due to causes beyond the party's reasonable control. Such causes may include, hut are
<br /> not limited to, acts of God, war, strikes or labor disputes. cyber attacks_ laws or government orders, or any other force
<br /> majeure event_
<br /> 9.4 Compliance Review. Licensee will keep accurate and complete records and accounts pertaining to its compliance with its
<br /> obligations under this License Agreement. Esri or its authorized distributor may conduct a compliance review of these
<br /> records and accounts no fewer than seven (7) business days' written notice, or may appoint an independent third party to
<br /> conduct such a compliance review on its behalf. Licensee will promptly correct any noncompliance identified during the
<br /> compliance review. Neither Esri nor distributor may conduct a compliance review of Licensee within twelve ( 12) months
<br /> after the conclusion of any prior compliance review that does not reveal a material Licensee noncompliance.
<br /> 9.5 Taxes and Fees, Shipping Charges. License fees quoted to Licensee are exclusive of any and all applicable taxes or
<br /> fees, including, but not limited to, sales tax, use tax, value-added tax (VAT), customs, duties, or tariffs, and shipping and
<br /> handling charges.
<br /> 9.6 No Implied Waivers. The failure of either party to enforce any provision of this License Agreement shall not be deemed
<br /> a waiver of 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 any reason,
<br /> such provision shall be reformed only to the extent necessary to make the intent of the language enforceable.
<br /> 9.8 Successor and Assigns. Licensee shall not assign, sublicense, or transfer Licensee's rights or delegate Licensee's
<br /> obligations under this License Agreement without Earl's and its authorized distributor's prior written consent, and any attempt
<br /> to do so without consent shall be void. This License Agreement shall be binding on the respective successors and assigns of
<br /> the parties to this License Agreement. Notwithstanding, a government contractor under contract to the government to deliver
<br /> Products may assign this License Agreement and Products acquired for delivery to its government customer upon written
<br /> notice to Esri, provided the government customer 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 expiration
<br /> or termination of this License Agreement.
<br /> REV: 07-15-16 RL
<br /> ATTY/AGR_2016.189/ESRi Software License Ag eeme f 24
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