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E204 (Products and Services)
<br />REV: 07-22-25 MI
<br />February 14, 2025
<br />B.2.3 Upon any termination or expiration of a license or subscription, Customer will
<br />a.Stop accessing and using the terminated or expired Esri Offerings;
<br />b.Clear any client-side data cache derived from the terminated or expired Cloud Services; and
<br />c.Stop using and uninstall, remove, and destroy all copies of the terminated or expired Esri Offerings in
<br />Customer’s possession or control, including any modified or merged portions thereof, in any form, and
<br />execute and deliver evidence of such actions to Esri or its authorized distributor.
<br />Esri may stop performing Services immediately upon written notice to Customer if a bankruptcy or insolvency
<br />proceeding is commenced by or against Customer until the trustee cures any existing defaults and provides
<br />adequate assurance of future performance under this Agreement. This Agreement terminates upon the insolvency,
<br />liquidation, or dissolution of either party.
<br />ARTICLE B.3—LIMITED WARRANTIES AND DISCLAIMERS
<br />B.3.1 Limited Warranties. Except as disclaimed below, Esri warrants to Customer that (i) Products will
<br />substantially comply with the applicable Specifications, and (ii) Services will substantially conform to the
<br />professional and technical standards of the industry. The warranty period for Esri Offerings offered under a
<br />Perpetual License and for Services runs for 90 days from the date of delivery or from the date of acceptance if this
<br />Agreement provides an acceptance period. The warranty period for Esri Offerings offered under a subscription or
<br />Term License basis runs for the lesser of (i) the duration of the subscription or term or (ii) 90 days from delivery or
<br />acceptance if this Agreement provides an acceptance period.
<br />B.3.2 Special Disclaimer. Third-Party Content; Data; Samples; hot fixes; patches; updates; Online Services
<br />provided at no charge; and trial, evaluation, and Beta Products are delivered “as is” and without warranty
<br />of any kind.
<br />B.3.3 General Disclaimer. Except for the express limited warranties set forth in this Agreement, Esri
<br />disclaims all other warranties or conditions of any kind, whether express or implied, including, but not
<br />limited to, warranties or conditions of merchantability, fitness for a particular purpose, and
<br />noninfringement of intellectual property rights.. Esri is not responsible for any nonconformities with
<br />Specifications or loss, deletion, modification, or disclosure of Customer Content caused by Customer’s
<br />modification of any Esri Offering other than as specified in the Documentation. Esri does not warrant that
<br />Esri Offerings, or Customer’s operation of the same, will be uninterrupted, error free, fault tolerant, or fail-
<br />safe or that all nonconformities can or will be corrected, or will result in Customer’s compliance with any
<br />applicable law. Esri Offerings are not designed, manufactured, or intended for use in environments or
<br />applications that may lead to death, personal injury, or physical property or environmental damage.
<br />Customer should not follow any navigational route suggestions that appear to be hazardous, unsafe, or
<br />illegal. Any such uses will be at Customer’s own risk and cost.
<br />B.3.4 Disclaimers.
<br />a.Internet Disclaimer. Neither party will be liable for damages under any theory of law related to the
<br />performance or discontinuance of operation of the Internet or to regulation of the Internet that might
<br />restrict or prohibit the operation of Cloud Services.
<br />b.Third-Party Websites; Third-Party Content. Esri is not responsible for any third-party website or Third-
<br />Party Content that appears in or is referenced by Esri Offerings or Esri websites, including
<br />www.esri.com, developers.arcgis.com, livingatlas.arcgis.com and www.arcgis.com. Providing links to
<br />third-party websites and resources does not imply an endorsement, affiliation, or sponsorship of any
<br />kind.
<br />c.Artificial Intelligence (AI)/Machine Learning (ML) Disclaimer. As specified in the Documentation, certain
<br />Esri Offerings may integrate third-party AI/ML software libraries and third-party or Esri created pre-
<br />trained AI/ML models for various tasks including, but not limited to, object detection, image
<br />obfuscation, image classification, or text or speech recognition. Customer may use these capabilities
<br />at its option and such AI/ML capabilities are delivered “as is” and without warranty of any kind. In
<br />certain cases, the Esri Offering may provide Customers the ability to configure their own custom
<br />ATTY/AGR.2025.178/Environmental Systems Research Institute, Inc.(ESRI Agreement for Services) (Page 10 of 31)
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