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E204 (Products and Services) <br />REV: 07-22-25 MI <br />February 14, 2025 <br />Attachment A contains definitions of capitalized terms used throughout this Agreement. Each section of this <br />Agreement may include additional definitions that are used exclusively within that section. <br />1.0 GENERAL GRANT OF RIGHTS AND RESTRICTIONS <br />1.1 Grant of Rights. In consideration of Customer’s payment of all applicable fees and in accordance with this <br />Agreement, Esri <br />a.Provides Services as set forth in this Agreement; <br />b.Grants to Customer a nonexclusive, nontransferable right and license or subscription to access and use Esri <br />Offerings as set forth in the Specifications and applicable Ordering Documents; and <br />c.Authorizes Customer to copy and make derivative works of the Documentation for Customer’s own internal <br />use in conjunction with Customer’s authorized use of Esri Offerings. Customer will include the following <br />copyright attribution notice acknowledging the proprietary rights of Esri and its licensors in any derivative <br />work: <br />“Portions of this document include intellectual property of Esri and its licensors and are used under license. <br />Copyright © [Customer will insert the actual copyright date(s) from the source materials.] Esri and its <br />licensors. All rights reserved.” <br />The grants of rights in this section (i) continue for the duration of the subscription or applicable Term or perpetually <br />if no Term is applicable or identified in the Ordering Documents and (ii) are subject to additional rights and <br />restrictions in this Agreement including Attachment B. <br />1.2 Consultant or Contractor Access. Customer may authorize its consultants or contractors to (i) host Esri <br />Offerings for Customer’s benefit and (ii) use Esri Offerings exclusively for Customer’s benefit. Customer will be <br />solely responsible for its consultants’ and contractors’ compliance with this Agreement and will ensure that each <br />consultant or contractor discontinues use of Esri Offerings upon completion of work for Customer. Access to or <br />use of Esri Offerings by consultants or contractors that is not exclusively for Customer’s benefit is prohibited. <br />1.3 Reservation of Rights. All Esri Offerings are the copyrighted works of Esri or its licensors; all rights not <br />specifically granted in this Agreement are reserved. <br />1.4 Customer Content. Esri does not acquire any rights in Customer Content under this Agreement other than as <br />needed to provide Esri Offerings and Services to Customer. <br />2.0 SOFTWARE AND ONLINE SERVICES <br />2.1 Definitions. The following definitions supplement the definitions provided in Attachment A: <br />a.“Anonymous Users” means all who have public access (i.e., without having to provide a Named User <br />Credential) to any part of Customer Content or Customer’s Value-Added Applications. <br />b.“App Login Credential(s)” means a system-generated application login and associated password, provided <br />when registering a Value-Added Application with Online Services, which when embedded in a Value-Added <br />Application allows the Value-Added Application to access and use Online Services. <br />c.“Commercial App Deployment License” means a license to distribute Value-Added Applications to third <br />parties for a fee. <br />d.“Concurrent Use License” means a license to install and use Software on computer(s) on a network, <br />provided that the number of simultaneous users may not exceed the number of licenses acquired. A <br />Concurrent Use License includes the right to run passive failover instances of Concurrent Use License <br />management software in a separate operating system environment for temporary failover support. <br />e.“Deployment License” means a license to incorporate ArcGIS Runtime components in Value-Added <br />Applications and distribute Value-Added Applications to Customer’s end users. <br />f.“Deployment Server License” means a license to use Software under a Server License for all uses <br />permitted in this Agreement and as described in the Documentation. <br />g.“Development Server License” means a license to use Software under a Server License only to build and <br />test Value-Added Applications as described in the Documentation. <br />ATTY/AGR.2025.178/Environmental Systems Research Institute, Inc.(ESRI Agreement for Services) (Page 2 of 31)