Arc Reader License
Arc Reader License
LICENSE AGREEMENT
(E204 9/06)
This License Agreement ("License Agreement") is between you ("Licensee") and Environmental Systems
Research Institute, Inc. ("ESRI"), a California corporation, with a place of business at 380 New York
Street, Redlands, California, 92373-8100, USA.
ARTICLE 1—DEFINITIONS
a. "Beta" means any alpha, beta, or prerelease Software, Data, Documentation, or Web Services.
b. "Data," except as otherwise provided herein, means any ESRI or third party data vendor(s) digital
data set(s) including, but not limited to, geographic, vector data coordinates, raster, reports, or
associated tabular attributes.
c. "Documentation" means all of the printed and digital materials including, but not limited to, help
files, user reference documentation, training documentation, or technical information and
briefings.
d. "Software" means the actual copy of all or any portion of ESRI's proprietary software technology,
computer software code, components, dynamic link libraries (DLLs), underlying organization,
object model, and programs delivered on any media, including any release provided in source,
object, or executable code format(s), inclusive of backups, updates, service packs, patches, hot
fixes, sample code, sample application, sample extension, or merged copies permitted hereunder.
e. "Web Services" means software components that perform GIS functions, tasks, or data services
and are accessed over the Internet.
The Software, Data, Web Services, and Documentation are licensed and not sold. ESRI and its Licensors
own the Software, Data, Web Services, and Documentation, which are protected by United States laws and
applicable international laws, treaties, and conventions regarding intellectual property or proprietary rights,
inclusive of trade secrets. From the date of receipt, Licensee agrees to use reasonable means to protect the
Software, Data, Web Services, and Documentation from unauthorized use, reproduction, distribution, or
publication. ESRI and its Licensors reserve all rights not specifically granted in this License Agreement.
ESRI or its third-party data licensor(s) reserve the right to improve and/or make changes in its offerings of
the Web Services and its associated software, datasets, or information at any time.
3.1 Grant of License—Subject to the terms of this License Agreement, ESRI grants to Licensee a
personal, nonexclusive, nontransferable license to
a. Use the type and number of copies of the Software, Data, and Documentation and access Web
Services for (i) which the appropriate license fees have been paid to ESRI or its authorized
distributor, (ii) Licensee's own internal use only, and (iii) in accordance with Exhibit 1 and the
licensed configuration on file as authorized by ESRI or its authorized distributor.
b. Access and use any secure ESRI Web site resources made available to Licensee for Licensee's
internal use only, provided that Licensee follows ESRI's terms of use policy specified therein. All
password or controlled access information provided by ESRI or its authorized distributor shall be
treated as ESRI confidential information.
3.2 Beta License—Licensee may be accepted into a current Beta Testing Program. Licensee may be
provided copies of, or access to, Beta for the limited purpose of testing Beta in accordance with the Beta
testing policies then in effect. Delivered Beta is confidential and proprietary to ESRI and contains trade
secrets, inclusive of unpublished specifications. Licensee agrees to retain all Beta in confidence. Except for
a "public" Beta Testing Program, Licensee shall maintain results of testing, performance statistics, errors,
or any other quality issues encountered in confidence and agrees not to disclose same to any third party.
Beta is subject to change prior to its commercial release and may never be commercially released. Licensee
acknowledges that such Software is not suitable or licensed for full use and accepts all responsibility for
use of the same and any results generated. Licensee may from time to time provide suggestions or
comments regarding performance, usability or effectiveness, bug reports, test reports, or other feedback
(collectively, "Feedback") to ESRI with respect to Beta. ESRI retains title to such comments and may
freely use, disclose, reproduce, license, distribute, and otherwise commercialize any Feedback. A Beta
Testing Program may have additional requirements. See a description at http://www.esri.com/software/
maintenance/benefits/beta-program.html.
3.3 Evaluation License—ESRI may from time to time offer a limited term license(s) for Software, Data,
Web Services, or Documentation for Licensee's evaluation only.
3.4 Educational Use License—If Licensee has been qualified by ESRI or its authorized distributor to
receive education pricing, Licensee agrees to use the Software, Data, Web Services, and Documentation
solely for educational, research and academic purposes that are noncommercial in nature. Licensee shall
not use the Software, Data, Web Services, and Documentation for any profit-generating activities.
3.5 Consultant Access—Licensee may provide access to the Software, Data, Web Services, or
Documentation to any consultant or contractor of Licensee, provided that the consultant or contractor is
using the Software, Data, Web Services, or Documentation exclusively for the benefit of Licensee.
Licensee shall be responsible for compliance by consultants or contractors with the terms and conditions of
this License Agreement. Licensee shall require consultant or contractor to discontinue use of, and access
to, Software, Data, Web Services, and Documentation upon completion of work for Licensee.
a. Licensee may (i) install and store copies of Software, Data, and Documentation onto electronic storage
device(s).
b. Licensee may make one (1) copy of the Software, Data, and Documentation for archival purposes.
Licensee may make routine computer backups.
c. Licensee may customize the Software using any (i) macro or scripting language, (ii) published
application programming interface (API), or (iii) source or object code libraries, but only to the extent
that such customization is described in the Documentation.
d. Licensee may use, copy, or prepare derivative works of the Documentation supplied in digital format
and thereafter reproduce, display, and redistribute the customized documentation only for Licensee's
own internal use. The portion(s) of the Documentation supplied in digital format merged with other
software and printed or digital documentation shall continue to be subject to the terms and conditions
of this License Agreement and shall provide the following copyright attribution notice acknowledging
the proprietary rights of ESRI and its licensor(s) in the Documentation supplied in digital format:
"Portions of this document include intellectual property of ESRI and its licensor(s) and are used herein
under license. Copyright © [Insert the actual copyright date(s) from the source materials] ESRI and
its licensor(s). All rights reserved."
a. Except as provided herein, Licensee shall not sell, rent, lease, sublicense, lend, assign, or time-share
the Software, Data, Web Services, or Documentation. Licensee shall not act as a service bureau or
commercial Application Service Provider (ASP) that allows third party access to the Software, Data,
Web Services, and Documentation. A commercial ASP means a Licensee who uses Software, Data,
Web Services, or Documentation for a site or service, and operates the site or the service for a profit,
or generates revenue by charging for access to the site or service.
b. Licensee shall not redistribute the Software to third parties, in whole or in part, including, but not
limited to, extensions, components, or DLLs without the prior written approval of ESRI as set forth in
an appropriate redistribution license agreement.
c. Licensee shall not reverse engineer, decompile, or disassemble the Software, Data, Web Services, or
Documentation, except to the extent that such activity is expressly permitted by applicable law
notwithstanding this restriction.
d. Except to the extent that applicable law prohibits this restriction, Licensee shall not make any attempt
to circumvent the technological measure(s) that controls access to, or use of, the Software, Data, Web
Services, and Documentation.
e. Licensee shall not redistribute the Software registration number/license authorization file(s), developer
license file(s), or Web Service(s) access codes.
f. Licensee shall not use the Software or Web Services to transfer or exchange any material where such
transfer or exchange is prohibited by intellectual property laws or any other federal, state, provincial,
or local law.
g. Licensee shall not remove or obscure any ESRI or its licensor(s) patent, copyright, trademark, or
proprietary rights notices contained in or affixed to the Software, Data, Web Services, or
Documentation.
h. Licensee shall not unbundle individual or component parts of the Software or Data for independent
use.
The license is effective upon acceptance of this License Agreement and shall continue until (i) such time
that Licensee elects in writing to discontinue use of the Software, Data, Web Services, or Documentation
and terminates the license; (ii) expiration of a term license or subscription; or (iii) either party terminates
the license for a material breach that is not cured within ten (10) days of written notice to the other party,
except that termination is immediate for a material breach of a nature that it is impossible to cure. Upon
termination of a license, Licensee shall (i) cease access and use of Web Services and clear Web Services
client-side data cache or (ii) uninstall, remove, and destroy all Software, Data, and Documentation, and any
whole or partial copies, modifications, or merged portions in any form and execute and deliver evidence of
such deinstallation and destruction to ESRI or its authorized distributor.
6.1 Limited Warranties—For a period of ninety (90) days from the date of receipt of Software
authorization or keycode file(s) by Licensee, ESRI warrants that (i) the unmodified Software will
substantially conform to the published Documentation and (ii) the media upon which the Software, Data,
and Documentation is provided will be free from defects in materials and workmanship under normal use
and service.
6.2 Data and Web Services Disclaimer—If included under this License Agreement, the Data and Web
Services have been obtained from sources believed to be reliable, but its accuracy and completeness are not
guaranteed. The Data and Web Services may contain some nonconformities, defects, errors, or omissions.
ESRI AND ITS LICENSOR(S) MAKE NO WARRANTY WITH RESPECT TO THE DATA AND WEB
SERVICES AND ARE PROVIDED "AS IS." Without limiting the generality of the preceding sentence,
ESRI and its licensor(s) do not warrant that the Data and Web Services will meet Licensee's needs or
expectations, that the use of the Data and Web Services will be uninterrupted, or that all nonconformities
can or will be corrected. ESRI and its licensor(s) are not inviting reliance on this Data or Web Services,
and Licensee should always verify actual Data or Web Services.
a. The Software, Data, Web Services, and Documentation are not fault-tolerant and are not designed,
manufactured, or intended for use or resale for use in insurance underwriting or with critical health and
safety or online control equipment in hazardous environments that require fail-safe performance, such
as in the operation of nuclear facilities, aircraft navigation, or communication systems, air traffic
control, real-time emergency response, real-time terrorism prevention or response, life support, or
weapons systems ("Fault-Intolerant Activities"). ESRI SPECIFICALLY DISCLAIMS ANY
EXPRESS OR IMPLIED WARRANTY OF FITNESS FOR USE IN FAULT- INTOLERANT
ACTIVITIES.
b. To the extent permitted by law, Licensee agrees to indemnify, defend, and hold ESRI, its officers,
directors, employees, agents, subcontractors, licensors, successors, and assigns harmless from and
against any and all liability, losses, claims, expenses (including attorneys' fees), demands, or damages
of any kind, including direct, indirect, special, punitive, incidental, or consequential damages, arising
out of or in any way connected with Licensee's use or permitting the use by others of the Software,
Web Services, and Data for Fault-Intolerant Activities. Delivery of the Software, Web Services, and
Data does not constitute a waiver of the rights and obligations set forth in this Article.
6.5 Internet Disclaimer—BOTH PARTIES EXPRESSLY ACKNOWLEDGE AND AGREE THAT THE
INTERNET IS A NETWORK OF PRIVATE AND PUBLIC NETWORKS, AND THAT (1) THE
INTERNET IS NOT A SECURE INFRASTRUCTURE, (2) NEITHER PARTY HAS CONTROL OVER
THE INTERNET, AND (3) NEITHER PARTY IS LIABLE FOR DAMAGES UNDER ANY THEORY
OF LAW RELATED TO THE DISCONTINUANCE OF OPERATION OF ANY PORTION OF THE
INTERNET OR POSSIBLE REGULATION OF THE INTERNET THAT MIGHT RESTRICT OR
PROHIBIT THE OPERATION OF THE WEB SERVICE.
6.6 General Disclaimer—EXCEPT FOR THE ABOVE EXPRESS LIMITED WARRANTIES, ESRI
DISCLAIMS ALL OTHER WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED,
INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, NONINTERFERENCE, SYSTEM INTEGRATION, AND
NONINFRINGEMENT. ESRI DOES NOT WARRANT THAT THE SOFTWARE, DATA, WEB
SERVICES, OR DOCUMENTATION WILL MEET LICENSEE'S NEEDS, OR THAT LICENSEE'S
OPERATION OF THE SAME WILL BE UNINTERRUPTED OR ERROR FREE, OR THAT ALL
NONCONFORMITIES CAN OR WILL BE CORRECTED.
6.7 Exclusive Remedy—Licensee's exclusive remedy and ESRI's entire liability for breach of the limited
warranties set forth in this Article 6 shall be limited, at ESRI's sole discretion, to (i) replacement of any
defective media; (ii) repair, correction, or a work-around for the Software subject to the ESRI Support
Services Policy; or (iii) return of the license fees paid by Licensee for the Software or Documentation that
does not meet ESRI's Limited Warranty, provided that Licensee uninstalls, removes, and destroys all
copies of the Software or Documentation and executes and delivers evidence of such deinstallation and
destruction to ESRI or its authorized distributor.
7.3 Applicability of Disclaimers and Limitations—Licensee agrees that the limitations of liability and
disclaimers set forth in this License Agreement will apply regardless of whether Licensee has accepted the
Software, Data, Web Services, or Documentation or any other product or service delivered by ESRI. The
parties agree that ESRI has set its prices and entered into this License Agreement in reliance upon the
disclaimers and limitations set forth herein, that the same reflect an allocation of risk between the parties
(including the risk that a contract remedy may fail of its essential purpose and cause consequential loss),
and that the same form an essential basis of the bargain between the parties.
8.1 ESRI shall defend, indemnify, and hold harmless Licensee from and against any loss, liability, cost, or
expense, including reasonable attorneys' fees, which may be incurred by Licensee against any claims,
actions, or demands by a third party alleging that the Software, Data, or Documentation infringes a U.S.
patent, copyright, or trademark provided
8.2 If ESRI believes that the Software, Data, or Documentation is or will become the subject of an
infringement claim, or in the event that use of the Software, Data, or Documentation is enjoined, ESRI, at
its own expense, may either (i) obtain the right for Licensee to continue using the Software, Data, or
Documentation or (ii) modify the Software, Data, or Documentation to make it noninfringing while
maintaining substantially similar software functionality or data/informational content. If neither of such
alternatives is commercially reasonable, the infringing items shall be returned to ESRI, the license shall
terminate, and ESRI's sole liability shall be to indemnify Licensee pursuant to Article 8.1 and refund
license fees paid by Licensee prorated on a five (5) year, straight line depreciation basis beginning from the
initial date of delivery.
8.3 ESRI shall have no obligation hereunder to defend Licensee or to pay any resulting costs, damages, or
reasonable attorneys' fees for or with respect to any claims, actions, or demands alleging (i) infringement
that arises by reason of combination of noninfringing items, however acquired, with any items not supplied
by ESRI; (ii) infringement to the extent arising from material alteration of the Software, Data, or
Documentation by anyone other than ESRI, its agents, or its contractors; (iii) the direct or contributory
infringement of any process patent by Licensee through the use of the Software, Data, or Documentation
other than a process patent that is necessarily infringed by the internal processes executed within the
Software or Data itself when the Software or Data is executed for its intended purpose; (iv) continued
allegedly infringing activity by Licensee after it has been notified of the possible infringement; or (v)
continued allegedly infringing activity by Licensee to the extent it arises from failure of Licensee to use the
updated or modified Software, Data, or Documentation provided by ESRI for avoiding infringement.
9.1 Export Control Regulations—Licensee expressly acknowledges and agrees that Licensee shall not
export, reexport, or provide the Software, Data, Web Services, or Documentation, 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. Licensee shall not export the Software, Data, Web Services, and/or
Documentation 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. Licensee represents and warrants that it or its employees, consultants, or customers who gain
access to the Software, Data, Web Services, or Documentation 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.
9.2 Taxes and Fees, Shipping Charges—License fees quoted to Licensee are exclusive of any and all
taxes or fees including, but not limited to, sales tax, use tax, value-added tax (VAT), customs, duties, or
tariffs, and shipping and handling charges.
9.3 No Implied Waivers—The failure of either party to enforce any provision of this License Agreement
shall not be deemed a waiver of the provisions or of the right of such party thereafter to enforce that or any
other provision.
9.4 Severability—The parties mutually agree that if any provision of this License 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.
9.5 Successor and Assigns—Licensee shall not assign, sublicense, or transfer Licensee's rights or delegate
its obligations under this License Agreement without ESRI's prior written consent, and any attempt to do
so without consent shall be void. This License Agreement shall be binding upon the respective successors
and assigns of the parties to this License Agreement. Notwithstanding, a Government contractor that has
acquired Software, Data, Web Services, or Documentation under contract to the Government may assign
its rights under this License Agreement to its Government customer upon written notice to ESRI provided
the Government customer assents to the terms of this License Agreement.
9.6 Survival of Terms—The provisions of Articles 2, 5, 6, 7, 8, and 9 of this License Agreement shall
survive the expiration or termination of this License Agreement.
9.7 Equitable Relief—Licensee agrees that any breach of this License Agreement by Licensee may cause
irreparable damage 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.
9.8 Government Licensee—The Software, Data, Web Services, and Documentation are commercial
computer software, commercial data, commercial computer software documentation, and commercial Web
Services. This License Agreement contains ESRI's commercial license terms and conditions for such items.
The commercial license rights in this License Agreement strictly govern Licensee's use, reproduction, or
disclosure of the Software, Data, Web Services, and Documentation. No other license terms or conditions
shall apply unless expressly agreed in writing by ESRI and Licensee. ESRI Software source code is
unpublished and all rights to the Software, Data, Web Services, and Documentation are reserved under
copyright laws of the United States. In the event any court, arbitrator, or board holds that the Licensee has
greater rights to any portion of the Software, Data, Web Services, or Documentation under applicable
public procurement law, such rights shall extend only to the portions affected.
a. Licensees in the United States of America, Its Territories, and Outlying Areas—This License
Agreement shall be governed by and construed in accordance with the laws of the State of California
without reference to conflict of laws principles. Except as provided in Article 9.7, any dispute arising
out of or relating to this License Agreement, or the breach thereof, which cannot be settled through
negotiation, shall be finally settled by arbitration administered by the American Arbitration
Association under its Commercial Arbitration Rules. Judgment on the award rendered by the arbitrator
may be entered in a court of competent jurisdiction. If Licensee is a U.S. Government agency, this
License Agreement is subject to the Contract Disputes Act of 1978, as amended (41 U.S.C. 601–613),
in lieu of the Arbitration provisions of this clause.
b. All Other Licensees—Except as provided in Article 9.7, any dispute arising out of, or relating to, this
License Agreement or the breach thereof, which cannot be settled through negotiation, shall be finally
settled under the Rules of Arbitration of the International Chamber of Commerce by one (1) arbitrator
appointed in accordance with said Rules. The language of the arbitration shall be in English. The place
of the arbitration shall be at a mutually agreed location. This License Agreement shall not be governed
by the United Nations Convention on Contracts for the International Sale of Goods, the application of
which is expressly excluded. Either party shall, at the request of the other, make available documents
or witnesses relevant to the major aspects of the dispute.
9.10 Entire Agreement—This License Agreement including Exhibit 1 constitutes the sole and entire
agreement of the parties as to the subject matter set forth herein and supersedes any previous license
agreements, understandings, and arrangements between the parties relating to such subject matter.
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 License Agreement must be in writing and signed by each
party.
EXHIBIT 1
SCOPE OF USE
(E300 9/06)
The scope of use for each ESRI Software identified below is described in the applicable footnotes listed in
parentheses.
1. "Single Use License." Licensee may permit a single authorized end user to install and use the
Software, Data, and Documentation on a single computer for use by that end user on the computer on
which the Software is installed. Licensee may permit the single authorized end user to make a second
copy for end user's exclusive use on a portable computer so long as only one (1) copy of the Software,
Data, and Documentation is in use at any one time.
20. Licensee may reproduce and deploy the Software provided all of the following occur: (a) The
Software is reproduced and deployed in its entirety; (b) a license agreement accompanies each copy of
the Software that protects the Software to the same extent as the ESRI License Agreement, and the
recipient agrees to be bound by the terms and conditions of the license agreement; (c) all copyright and
trademark attributions/notices are reproduced; and (d) there is no charge or fee attributable to the use
of the Software.