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r ^` Avw+ <br /> • Licensee shall not remove or obscure any ESRI copyright or trademark notices. <br /> Assignment: Licensee shall not assign this contract or Licensee's rights hereunder without the prior written consent of ESRI. <br /> Any purported assignment without such consent shall be null and void. <br /> Term: The license granted by this Agreement shall commence upon Licensee's receipt of the Software and Related <br /> Materials and shall continue until such time that(1)Licensee elects to discontinue use of the Software and Related Materials <br /> and terminates this Agreement or(2)ESRI terminates for Licensee's material breach of this Agreement. Upon termination of <br /> this Agreement in either instance,Licensee shall return to ESRI the Software,Related Materials,and any whole or partial <br /> copies,codes,modifications,and merged portions in any form. The parties hereby agree that all provisions,which operate to <br /> protect the rights of ESRI,shall remain in force should breach occur. <br /> Software Support: Support consists of software and documentation updates and access to Telephone User Support and <br /> other benefits that are specified in the current applicable ESRI User Support Policy. Software support beyond the <br /> complimentary period is available,payable yearly in advance,and subject to rates and policies then in effect. <br /> Limited Warranty: ESRI warrants that the unaltered Software will substantially conform to the Related Materials for a <br /> period of one(1)year from the date of keycode issuance. ESRI warrants that the media upon which the Software is provided <br /> and Related Materials will be free from defects in materials and workmanship under normal use and service for a period of <br /> ninety(90)days from the date of receipt. The data herein have been obtained from sources believed to be reliable,but its <br /> accuracy and completeness,and the opinions based thereon,are not guaranteed. Every effort has been made to provide <br /> accurate data in this package. The Licensee acknowledges that the data may contain some nonconformities,defects,errors, <br /> and/or omissions. ESRI and third party licensor(s)do not warrant that the data will meet Licensee's needs or expectations, <br /> that the use of the data will be uninterrupted,or that all nonconformities can or will be corrected. ESRI and the respective <br /> third party licensor(s)are not inviting reliance on these data,and Licensee should always verify actual map data and <br /> information. The data contained in this package are subject to change without notice. <br /> ESRI DISCLAIMS ALL OTHER WARRANTIES,EITHER EXPRESS OR IMPLIED,INCLUDING,BUT NOT LIMITED <br /> TO,THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE,WITH <br /> RESPECT TO THE SOFTWARE AND RELATED MATERIALS. <br /> Exclusive Remedy and Limitation of Liability: During the warranty period,ESRI's entire liability and Licensee's <br /> exclusive remedy shall be,at ESRI's option,to attempt to correct or work around errors,to replace the Software and Related <br /> Materials in accordance with the applicable ESRI User Support Policy,or to return the license fees paid and terminate the <br /> Agreement upon the Licensee returning the Software and Related Materials to ESRI or its Distributors with a copy of <br /> Licensee's receipt. ESRI shall not be liable for indirect,special,incidental,or consequential damages related to Licensee's <br /> use of the Software and Related Materials,even if ESRI is advised of the possibility of such damage. <br /> Indemnity: ESRI,at its own expense,will defend and indemnify Licensee from all claims that the Software and Related <br /> Materials furnished under this Agreement infringe a U.S.Copyright,provided that Licensee gives ESRI prompt written <br /> notice of such claims and permits ESRI the sole right to control the defense of all such claims and provides ESRI all <br /> reasonable cooperation. <br /> As to any Software and Related Materials which are or in the opinion of ESRI may become subject to a claim of <br /> infringement,ESRI,at its option,will obtain the right for Licensee to continue using the Software and Related Materials or <br /> replace or modify the Software and Related Materials so as to make them noninfringing. If none of the alternatives are <br /> available on commercially reasonable terms then Licensee agrees to return the Software and Related Materials upon ESRI's <br /> written request. <br /> ESRI will not indemnify or defend Licensee from any infringement claim resulting from Licensee's modification or <br /> alteration of any Software and Related Materials. <br /> This section states ESRI's entire obligation to Licensee and Licensee's sole and exclusive remedy for copyright infringement. <br /> Export Regulations: Licensee acknowledges that this Agreement and the performance thereof are subject to compliance <br /> with any and all applicable United States laws,regulations,or orders relating to the export of computer software or know- <br /> how relating thereto. ESRI®Software and Related Materials have been determined to be Technical Data under United States <br /> export laws. Licensee agrees to comply with all laws,regulations,and orders of the United States in regard to any export of <br /> such Technical Data. Licensee agrees not to disclose or re-export any Technical Data received under this Agreement in or to <br /> any countries for which the United States government requires an export license or other supporting documentation at the <br /> time of export or transfer,unless Licensee has obtained prior written authorization from ESRI and the U.S. Office of Export <br /> Control. The countries restricted at the time of this Agreement are Cuba,Iran,Iraq,Libya, Sudan,and North Korea. <br /> Severability: If any provision(s)of this Agreement shall be held to be invalid,illegal,or unenforceable by a court or other <br /> tribunal of competent jurisdiction,the validity,legality,and enforceability of the remaining provisions shall not in any way <br /> be affected or impaired thereby. <br /> ESRI is a registered trademark of Environmental Systems Research Institute,Inc. <br /> CA 99-S1436/w1j 2 4/26/99 <br />