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E204 (Products and Services) <br />REV: 07-22-25 MI <br />February 14, 2025 <br />c.Esri may disclose Customer Content if required to do so by law or regulation or by order of a court or other <br />government body, in which case Esri will reasonably attempt to limit the scope of disclosure. <br />d.When Customer’s use of Cloud Services ends, Esri will either <br />1.Make Customer Content available to Customer for download for a period of 30 days unless Customer <br />requests a shorter window of availability or Esri is legally prohibited from doing so; or <br />2.Download all Customer Content in Esri’s possession to a medium of Customer’s choosing and deliver <br />such Customer Content to Customer.Esri will have no further obligations to store or return Customer <br />Content at the conclusion of the Cloud Services. <br />B.8.4 Removal of Customer Content. Esri may remove or delete Customer Content if there is reason to believe <br />that uploading Customer Content to or using it with Cloud Services materially violates this Agreement. If <br />reasonable under these circumstances, Esri will notify Customer before removing Customer Content. Esri will <br />respond to any Digital Millennium Copyright Act takedown notices in accordance with Esri’s copyright policy, <br />available at www.esri.com/legal/dmca_policy. <br />B.8.5 Service Suspension. Esri may suspend access to Cloud Services (i) if Customer materially breaches this <br />Agreement and fails to timely cure the breach; (ii) if Esri reasonably believes that Customer’s use of Cloud Services <br />will subject Esri to immediate liability or adversely affect the integrity, functionality, or usability of the Cloud <br />Services; (iii) for scheduled maintenance; (iv) to enjoin a threat or attack on Cloud Services; or (v) if Cloud <br />Services become prohibited by law or regulated to a degree that continuing to provide them would impose a <br />commercial hardship. When feasible, Esri will notify Customer of any Cloud Services suspension beforehand and <br />give Customer reasonable opportunity to take remedial action. <br />Esri is not responsible for any damages, liabilities, or losses that may result from any interruption or suspension of Cloud <br />Services or removal of Customer Content as described above. <br />B.8.6 Notice to Esri. Customer will promptly notify Esri if Customer becomes aware of any unauthorized use of <br />Customer’s subscription or any other breach of security regarding Cloud Services. <br />ARTICLE B.9—GENERAL PROVISIONS <br />B.9.1 Payment. Customer will pay each correct invoice no later than 30 days after receipt and will remit payment <br />to the address stated on the invoice. <br />B.9.2 Feedback. Esri may freely use any feedback, suggestions, or requests for Product improvement that <br />Customer provides to Esri. <br />B.9.3 Patents. Customer may not seek, and may not permit any other user to seek, a patent or similar right <br />worldwide that is based on or incorporates any Products. This express prohibition on patenting will not apply to <br />Customer’s software and technology except to the extent that Products, or any portion thereof, are part of any <br />claim or preferred embodiment in a patent application or a similar application. <br />B.9.4 Reserved. <br />B.9.5 Taxes and Fees; Shipping Charges. Pricing of Esri Offerings and Services that Esri quotes to Customer is <br />exclusive of any and all applicable taxes or fees including, but not limited to, sales tax, use tax, or value-added tax <br />(VAT); customs, duties, or tariffs; shipping and handling charges; and vendor enrollment fees. Esri will add any fees <br />that it is required to pay to the total amount of its invoice to Customer. Esri may include estimated taxes and shipping <br />and handling charges in its quotations but may adjust these fees on invoicing. <br />B.9.6 Compliance Review. Customer will keep accurate and complete records and accounts pertaining to its <br />compliance with its obligations under this Agreement. Esri or its authorized distributor may conduct a compliance <br />review of these records and accounts with no less than 14 business days’ written notice or may appoint an <br />independent third party to conduct such a compliance review on its behalf. Customer will promptly correct any <br />noncompliance identified during the compliance review. Neither Esri nor Esri’s authorized distributor may conduct <br />a compliance review of Customer within 12 months after the conclusion of any prior compliance review that does <br />not reveal any material Customer noncompliance. <br />ATTY/AGR.2025.178/Environmental Systems Research Institute, Inc.(ESRI Agreement for Services) (Page 14 of 31)