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E204 April 1, 2022 <br />REV: 09-20-2022 SK <br />or in any manner provided to a third party. <br />c.Business Listing Data. Unless authorized in writing, Customer may not use Business Listing Data for any <br />direct marketing purposes, resale publication, or distribution to any third party as part of any mailing list, <br />directory, classified advertising, or other compilation of information. <br />d.Street Data. Customer may use Street Data for mapping, geocoding, routing, and transportation network <br />analysis purposes. Unless otherwise authorized in writing, Customer may not use Street Data for <br />1. Real-time navigational guidance, including alerting a user about upcoming maneuvers, such as warning <br />of an upcoming turn or calculating an alternate route if a turn is missed; <br />2. Synchronized multivehicle routing; or <br />3. Synchronized route optimization. <br />e.Business Analyst Data. Customer may cache Data provided with ArcGIS Business Analyst Mobile App on a <br />mobile device for use in conjunction with its use of ArcGIS Business Analyst Server. Customer may not <br />otherwise cache or download such Data. <br />f.Partial Dataset Licenses: If Customer orders a subset of a dataset (e.g., a country, region, state, or local <br />portion of a global database), Customer may use only the licensed subset, not any other portion of the full <br />dataset. <br />g.Michael Bauer Research International Boundaries Data ("MBR Data"). Customer's right to use data <br />downloaded to Customer's premises (e.g., MBR Data stored in ArcGIS Enterprise, ArcGIS Desktop) <br />terminates 2 years after download. <br />3.4 Supplemental Terms and Conditions for Data. Certain Data licensors require Esri to flow down additional <br />attribution requirements and terms of use to Customer. These terms supplement and amend the terms of this <br />Agreement and are available at www.esri.com/legal/third-party-data. <br />4.0 MAINTENANCE <br />4.1 Esri will provide Maintenance for Software and Online Services in accordance with the Esri Maintenance and <br />Support Program and this Agreement. <br />5.0 PROFESSIONAL SERVICES <br />5.1 Definitions. The following definitions supplement the definitions provided in Attachment A: <br />a."Invention(s)" means a patentable invention, discovery, innovation, or improvement, excluding Deliverables, <br />relating to the subject matter of a Task Order. <br />b."Inventor(s)" means a party's principal, employee, consultant, or independent contractor that solely or jointly <br />develops Inventions during Esri's performance under a Task Order. <br />c."Professional Service Package(s)" means a predefined unit of Professional Services, including travel- <br />related expenses, provided at a firm fixed price. <br />5.2 Permitted Uses. Customer may use, copy, and modify Deliverables solely in conjunction with Customer's <br />authorized use of Products. <br />5.3 Task Orders and Project Schedule. <br />a. Esri will provide Professional Services and Deliverables as specified in the Task Order. <br />b. Each Task Order will reference this Agreement and specify the commencement date and, if known, the period <br />of performance. <br />c. Task Orders may have the format shown in Attachment C or any other agreed-upon format. <br />d. Each party will identify, in writing, the project manager who is responsible for Professional Services and <br />Deliverables described in Task Orders. By written notice to the other party's technical administrator, either <br />party may replace the project manager at any time with a similarly qualified person. <br />e. Other than pricing and descriptions of Professional Services to be performed, terms and conditions in a Task <br />Order are not binding unless both parties have signed the Task Order. The terms of a signed Task Order take <br />precedence over conflicting terms in this Agreement. <br />ATTY/AGR.2022.349/ESRI (Page 6 of 25)