2014/03/26 Council Agenda Packet

2, 1.0-ADDITIONAL DEFINITIONS Support.Licensees located in the USA will receive Tier 2 Support from Esri.Licensees outside the USA will In addition to the definitions provided in the License receive Tier 2 Support from an Authorized Distributor Agreement,the following definitions apply to this ELA: located in the Licensee's region. "Deploy"means to redistribute and install the Enterprise Products and related Authorization Codes within 2.0—ADDITIONAL GRANT OF LICENSE Licensee's organization(s). • 2.1 Grant of License.Subject to the terms and "ELA Maintenance"means Tier 2 Support,updates,and conditions of this ELA,Esri grants to Licensee a patches provided by Esri or its Authorized Distributor to personal,nonexclusive,nontransferable Term Licensee for the Enterprise Products. License solely to use,copy,and Deploy quantities of the Enterprise Products listed in Table A for the term "ELA Quotation"means the Small Enterprise License provided in Section 3.1—Term(i)for which the Agreement offer letter and quotation provided separately applicable license fees have been paid and(ii)in by Esri or its Authorized Distributor to Licensee. accordance with the License Agreement. "ELA Fee"means the fee set forth in the ELA 2.2 Consultant Access.Esri grants Licensee the right to Quotation. permit Licensee's consultants or contractors to use the Enterprise Products exclusively for Licensee's "Enterprise Products"means the Products identified in benefit.Licensee shall be solely responsible for Table A—List of Enterprise Products and any updates to compliance by consultants and contractors with this such list provided in writing by Esri or its Authorized ELA and shall ensure that the consultant or Distributor. contractor discontinues Product use upon completion of work for Licensee.Access to or use of Products by "Incident"means a failure of the Software or Online consultants or contractors not exclusively for Services to operate according to the Documentation Licensee's benefit is prohibited.Licensee may not where such failure substantially impacts operational or permit its consultants or contractors to install functional performance. Software or Data on consultant,contractor,or third- party computers or remove Software or Data from "License Agreement"means the applicable license Customer locations,except for the purpose of hosting agreement incorporated by this reference that is(i)found the Software or Data on Contractor Servers for the at http://www.esri.com/leea1software-license;composed benefit of Licensee. of the General License Terms and Conditions(E204)and Exhibit 1,Scope of Use(E300);and available in the installation process requiring acceptance by electronic 3.0—TERM,TERMINATION,AND EXPIRATION acknowledgment or(ii)a signed license agreement between Esri,Distributor(if applicable),and Licensee 3.1 Term.The term of this ELA and all licenses that supersedes such electronically acknowledged license hereunder shall commence on the Effective Date and agreement. continue for three(3)years,unless this ELA is terminated earlier as provided herein.Licensee is "Technical Support"means a process to attempt to only authorized to use Deployed Enterprise Products resolve reported Incidents through error correction; during the term of this ELA.No indefinite term or patches;hot fixes;workarounds;replacement deliveries; perpetual license grants are provided with this ELA. or any other type of Enterprise Product corrections or modifications. 3.2 No Use upon Expiration or Termination.All Deployed Enterprise Product licenses and all ELA "Tier 1 Help Desk"means Licensee's point of contact Maintenance,Virtual Campus access,and User from which all Tier 1 Support will be given to Licensee. Conference Registrations terminate on expiration or termination of this ELA. "Tier 1 Support"means the Technical Support provided by the Tier 1 Help Desk as the primary contact to 3.3 Termination for a Material Breach.Either party Licensee in attempted resolution of reported Incidents. may terminate this ELA for a material breach by the other party.The breaching party shall be given a "Tier 2 Support"means the Technical Support provided period of ten(10)days from the date of written notice by Esri or its Authorized Distributor to the Tier 1 Help to cure any material breach. Desk when the Incident cannot be resolved through Tier 1 E214-3(Level 3) Page 3 of 6 02/27/2014 30