IMPORTANT—READ CAREFULLY

UNLESS IT IS SUPERSEDED BY A SIGNED LICENSE AGREEMENT BETWEEN YOU AND ESRI, ESRI IS WILLING TO LICENSE THE SOFTWARE TO YOU ONLY IF YOU ACCEPT ALL OF THE TERMS AND CONDITIONS CONTAINED IN THIS LICENSE AGREEMENT. PLEASE READ THE TERMS AND CONDITIONS CAREFULLY. THE SOFTWARE WILL NOT BE MADE AVAILABLE FOR DOWNLOAD UNTIL YOU HAVE MANIFESTED YOUR ASSENT TO THE TERMS AND CONDITIONS OF THE LICENSE AGREEMENT BY CLICKING "accept" BELOW. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS AS STATED, THEN ESRI IS UNWILLING TO LICENSE THE SOFTWARE TO YOU, AND YOU SHOULD CLICK "decline" BELOW.

This License Agreement is between you ("You") and Environmental Systems Research Institute, Inc. ("ESRI"), a California corporation, with a place of business at 380 New York Street, Redlands, California, 92373, USA.

ARTICLE 1. DEFINITIONS

The terms used herein are defined as follows:

(a) Materials mean all or any portion of ESRI's proprietary scripts, software, data, documentation, or related materials supplied by ESRI, regardless of the format or content provided under this Agreement.
(b) Derivative Works mean any products, services, or methods created using, incorporating, or derived from the Materials or from other Derivative Works. Derivative Works may consist of collective works of authorship.

ARTICLE 2. INTELLECTUAL PROPERTY RIGHTS AND RESERVATION OF OWNERSHIP

Materials supplied under this Agreement are licensed and not sold. ESRI solely owns all Materials, which are protected by United States laws and applicable international laws, treaties, and conventions regarding intellectual property or proprietary rights. You agree to keep all attribution, copyright, and ownership notices included in the Materials wholly intact.

ARTICLE 3. GRANT OF LICENSE

3.1 Grant of License. The Agreement is intended to promote the free exchange of Materials related to ESRI products and services. Subject to the terms and conditions of this Agreement, ESRI grants You a worldwide, royalty-free, nonexclusive, perpetual, nontransferable license:

(a) To use, execute, display, perform, and transmit the Materials;
(b) To reproduce and distribute the Materials consistent with the terms of Section 5.1;
(c) To produce Derivative Works of the Materials;
(d) To redistribute Derivative Works subject to terms and conditions of this Agreement; and
(e) To use, execute, display, perform, and transmit Derivative Works.

All other rights are reserved to ESRI. Nothing in this Agreement shall abridge ESRI’s rights in the Materials.

3.2 Express Prohibition on Patenting. You may not incorporate the Materials into any product, process, or method to be patented or protected by similar rights granted in a foreign jurisdiction. Sublicensees of any Derivative Works are likewise prohibited from seeking such patent or similar right on any product, process, or method incorporating the Materials or Derivative Works. Additionally, Materials shall not be used in any preferred embodiments of patented products, processes, or methods. Any attempts to seek a patent or similar right incorporating Materials shall render this Agreement void and all rights granted under this License shall be immediately revoked.

3.3 Technology Neutrality. The rights granted herein apply in any media or format, whether presently used or hereafter devised. These rights include the right to make any modifications necessary in order make use of Materials on platforms for which it was not intended. If such modifications are made, any attribution and copyright notices included in the Materials shall be included and left wholly intact.

ARTICLE 4. DISCLAIMERS AND LIMITATION OF LIABILITY

4.1 Disclaimer of Certain Types of Liability. ESRI DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

4.2 Disclaimer of Indemnity. ESRI SHALL NOT BE LIABLE TO YOU FOR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOST PROFITS, SALES, OR BUSINESS EXPENDITURES; LOST INVESTMENTS; COMMITMENTS IN CONNECTION WITH ANY BUSINESS; LOSS OF ANY GOODWILL; OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR USE OF THE MATERIALS, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER OR NOT ESRI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

ARTICLE 5. GENERAL PROVISIONS

5.1 Distribution of Materials.

(a) License and Distribution. You may redistribute the Materials under this Agreement to non parties to this agreement (“Sublicensee”) only if (1) a complete copy of this license is provided to and expressly agreed upon by the Sublicensee or (2) the Material is included in a deliverable in such a manner that the Material is not accessible, usable, or extractable by the Sublicensee without the use of extraordinary measures. This License is specific to the Materials provided and is not attached to any other ESRI products or services. Sublicensees are also subject to terms and conditions of use for the Materials and Derivative Works.
(b) Export Control Regulations. You expressly acknowledge and agree to not export, reexport, or provide the Materials, in whole or in part, to (i) any country to which the United States has embargoed goods; (ii) any person on the U.S. Treasury Department's list of Specially Designated Nationals; (iii) any person or entity on the U.S. Commerce Department's Table of Denial Orders; or (iv) any person or entity where such export, reexport, or provision violates any U.S. export control laws or regulations, including amendments and supplemental additions as they may occur from time to time. You shall not export the Materials or any underlying information or technology to any facility in violation of these or other applicable laws and regulations, including but not limited to the terms of any export license or licensing provision. You represent and warrant that You and Your employees, consultants, or customers who gain access to the Materials are not a national, resident, located in or under the control of, or acting on behalf of any person, entity, or country subject to such U.S. export controls.

5.2 Severability. The parties mutually agree that if any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make the intent of the language enforceable.

5.3 Successor and Assigns. You shall not assign or transfer Your rights or delegate its obligations under this Agreement without ESRI's prior written consent. Any attempt to do so without prior written consent shall be void.

5.4 Equitable Relief. You agree that Your breach of this Agreement may cause irreparable harm and that, in the event of such breach, in addition to any and all remedies at law, ESRI shall have the right to seek an injunction, specific performance, or other equitable relief in any court of competent jurisdiction without the requirement of posting a bond or undertaking or proving injury as a condition for relief.

5.5 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California. Actions arising under this Agreement shall be filed in San Bernardino County, California.

5.6 Entire Agreement. This Agreement constitutes the sole and entire agreement of the parties as to the Materials provided hereunder. Additional or different terms included with an order or other document shall not be binding upon ESRI. Any modification(s) or amendment(s) to this Agreement must be in writing and signed by each party. This Agreement shall have no effect on interpretation, application, or the rights and obligations associated with any other agreements between You and ESRI whether agreed to before or after the date of this Agreement.