|
9.10 Equitable Relief. Licensee agrees that any breach of this License Agreement by Licensee may cause irreparable damage
<br /> and that, in the event of such breach, in addition to any and all remedies at law. Esri or its authorized distributor shall have
<br /> the right to seek an injunction, specific performance, or other equitable relief in any court of competent jurisdiction without
<br /> the requirement of posting a bond or proving injury as a condition for relief.
<br /> 9.11 US Government Licensee. The Products are commercial items, developed at private expense, provided to Licensee
<br /> under this License Agreement, If Licensee is a US government entity or US government contractor, Esri licenses Products to
<br /> Licensee in accordance with this License Agreement under FAR Subparts 12.211/12.212/12.213 or DFARS
<br /> Subpart 227.7202, or equivalent policy for intellectual property or technology developed at private expense, as applicable.
<br /> Esri Data and Content are licensed under the same DFARS Subpart 227.7202 policy as commercial computer software for
<br /> transactions made under DFARS, as these items contain, are bundled with or are provided for use with Software or Online
<br /> Services. Products are subject to restrictions, and this License Agreement strictly governs Licensee's use, modification,
<br /> performance, reproduction, release, display, or disclosure of Products. License provisions that are inconsistent with federal
<br /> law will not apply, A US government Licensee 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 Licensee has greater rights to any
<br /> portion of Products under applicable public procurement law, such rights shall extend only to the portions affected.
<br /> 9.12 Governing Law, Arbitration
<br /> a. Licensees in the United States of America, Its Territories, and Outlying Areas. This License Agreement shall be
<br /> governed by and construed in accordance with the laws of the State of California without reference to conflict of laws
<br /> principles, except that US federal law shall govern in matters of intellectual property and for US government agency use.
<br /> If Licensee is a US government agency, this License Agreement is subject to the Contract Disputes Act of 1978, as
<br /> amended (41 USC 601-613), in lieu of the arbitration provisions of this clause. This License Agreement shall not be
<br /> governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is
<br /> expressly excluded.
<br /> b. All Other Licensees. Except as provided in Section 9. 10, any dispute arising out of or relating to this License Agreement
<br /> or the breach thereof that cannot be settled through negotiation shall be finally settled under the Rules of Arbitration of
<br /> the International Chamber of Commerce by one (1 ) arbitrator appointed in accordance with said rules. The language of
<br /> the arbitration shall be English. The place of the arbitration shall be at an agreed-upon location. This License Agreement
<br /> shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application
<br /> of which is expressly excluded. Either party shall, at the request of the other, make available documents or witnesses
<br /> relevant to the major aspects of the dispute.
<br /> 9.13 Maintenance. Maintenance for qualifying Products consists of updates and other benefits, such as access to technical
<br /> support, specified in Esri's or its distributor's current applicable maintenance policy.
<br /> 9.14 Feedback. Esri may freely use any feedback, suggestions, or requests for Product improvements that Licensee provides
<br /> to Esri.
<br /> 9.15 Patents. Licensee may not seek, and may not permit any other user to seek, a patent or similar right worldwide that is
<br /> based on or incorporates any Esri technology or services. This express prohibition on patenting shall not apply to Licensee's
<br /> software and technology except to the extent that Esri technology or services, or any portion thereof, are a part of any claim
<br /> or preferred embodiment in a patent application or a similar application.
<br /> 9.16 Entire Agreement. This License Agreement, including its incorporated documents, constitutes the sole and entire
<br /> agreement of the parties as to the subject matter set forth herein and supersedes any previous license agreements,
<br /> understandings, and arrangements between the parties relating to such subject matter. Additional or conflicting terms set forth
<br /> in any purchase orders, invoices, or other standard form documents exchanged during the ordering process, other than
<br /> product descriptions, quantities, pricing, and delivery instructions, are void and of no effect. Any modification(s) or
<br /> amendment(s) to this License Agreement must be in writing and signed by each party.
<br /> REV: 07-15-16 RL
<br /> Page 8 of 24
<br /> ATTY/AGR.2016.189/ESRI Software License Agreement
<br />
|