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E204 (Products and Services)
<br />REV: 07-22-25 MI
<br />February 14, 2025
<br />ATTACHMENT B
<br />GENERAL TERMS AND CONDITIONS
<br />The following general terms and conditions apply to all Esri Offerings and Services that Esri may offer to its
<br />customers. Certain Esri Offerings or Services may not be available under this Agreement. Please disregard any
<br />terms that are not applicable to Esri Offerings or Services offered under this Agreement.
<br />ARTICLE B.1—GENERAL USE RESTRICTIONS
<br />Except as expressly permitted in this Agreement, Customer will not
<br />a.Sell, rent, lease, sublicense, distribute, lend, time-share, or assign Services or Esri Offerings;
<br />b.Distribute or provide direct access to Services or Esri Offerings to third parties, in whole or in part, including,
<br />but not limited to, extensions, components, or Dynamic Link Libraries;
<br />c.Distribute Authorization Codes to third parties;
<br />d.Reverse engineer, decompile, or disassemble any Product or Deliverable delivered in compiled form;
<br />e.Make any attempt to circumvent the technological measure(s) that controls access to or use of Esri Offerings;
<br />f.Store, cache, use, upload, distribute, or sublicense Content or otherwise use Esri Offerings in violation of
<br />Esri’s or a third-party’s rights, including intellectual property rights, privacy rights, nondiscrimination laws,
<br />export laws, or any other applicable law or regulation;
<br />g.Remove or obscure any Esri or its licensors’ patent, copyright, trademark, proprietary rights notices, or
<br />legends contained in or affixed to any Esri Offerings, output, metadata file, or online or hard-copy attribution
<br />page of any Data or Documentation;
<br />h.Unbundle or independently use individual or component parts of Esri Offerings;
<br />i.Incorporate any portion of Esri Offerings into a product or service for third-party use that competes with the
<br />Esri Offerings;
<br />j.Publish or in any other way communicate the results of benchmark tests run on Beta Products without the
<br />prior written permission of Esri and its licensors; or
<br />k.Use, incorporate, modify, distribute, provide access to, or combine any Esri Offerings in a manner that would
<br />subject any Esri Offering to open-source or open-database license terms (e.g. GPL) that require any part of
<br />the Esri Offering to be subject to additional terms, for example
<br />1.Disclosed in source code form to third parties;
<br />2.Licensed to third parties for the purpose of making derivative works; or
<br />3.Redistributable to third parties at no charge; or
<br />l.Generate revenue by providing access to Software or Online Services through a Value-Added Application.
<br />These restrictions will not apply to the extent that they conflict with applicable law or regulation.
<br />ARTICLE B.2—TERM AND TERMINATION
<br />B.2.1 Customer may terminate this Agreement or any Esri Offerings license or subscription at any time upon written
<br />notice to Esri. Termination without cause does not entitle Customer to receive any refund of fees paid. Any right to
<br />terminate pending Services engagements for convenience is set forth in the applicable section in the body of this
<br />Agreement. Either party may terminate this Agreement or any license or subscription for a material breach that is
<br />not cured within 30 days of written notice to the breaching party. Upon any termination of this Agreement for breach,
<br />Esri will stop providing Services. Any licenses in Esri Offerings that survive termination of this Agreement continue
<br />under the terms of this Agreement.
<br />B.2.2 If Esri terminates this Agreement following Customer’s breach, then Esri may also, at its election, terminate
<br />Customer’s licenses or subscriptions to Esri Offerings. If Customer terminates this Agreement for cause or
<br />convenience, then Customer may, at its election, also terminate Customer’s licenses or subscriptions to Esri
<br />Offerings.
<br />ATTY/AGR.2025.178/Environmental Systems Research Institute, Inc.(ESRI Agreement for Services) (Page 9 of 31)
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