Esri Use Only: THE
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Cust. Name esri | OF
Cust. # WHERE
PO #
Esri Agreement #
SMALL ENTERPRISE AGREEMENT
COUNTY AND MUNICIPALITY GOVERNMENT
(E214-6)
This Agreement is by and between the organization identified in the Quotation ("Customer") and Environmental Systems Research Institute, Inc. ("Esri").
This Agreement sets forth the terms for Customer's use of Products and incorporates by reference (i) the Quotation and (il) the Master Agreement. Should there be any conflict between the terms and conditions of the locuments that comprise this Agreement, the order of precedence for the documents shall be as follows: (i) th Quotation, (ii) this Agreement, and (iii) the Master Agreement. This Agreement shall be governed by anc construed in accordance with the laws of the state in which Customer is located without reference to conflict of laws principles, and the United States of America federal law shall govern in matters of intellectual property. The modifications and additional rights granted in this Agreement apply only to the Products listed in Table A.
Table A
List of Products
Uncapped Quantities (annual subscription)
ArcGIS Enterprise Software and Extensions ArGIS Online User Types ArcGIS Enterprise (Advanced and Standard) ArGIS Online Viewer User Types ArcGIS Monitor
ArGIS Enterprise Extensions: ArGIS 3D Analyst, ArcGIS
Spatial Analyst, ArcGIS Geostatistical Analyst, ArcGIS
Network Analyst, ArcGIS Data Reviewer
Capped Quantities (annual subscription)
ArcGIS Online User Types ArcGIS Enterprise User Types
ArcGIS Online Contributor User Type 50 AroGiS Enterprise Contributor User Type ArcGIS Online Mobile Worker User Type 175 ArcGIS Enterprise Mobile Worker User Type 175 ArcGIS Online Creator User Type 175 ArcGIS Enterprise Creator User Type 175 ArcGIS Online Professional User Type 50 ArcGIS Enterprise Professional User Type ArcGIS Online Professional Plus User Type 50 ArcGIS Enterprise Professional Plus User Type ArcGIS Pro (Add-on Apps) for ArcGIS Online Creator or CGIS Pro (Add-on Apps) for ArcGIS Enterpris Professional User Type reator or Professional User Type ArcGIS 3D Analyst, ArcGIS Data Reviewer, ArcGIS 3D Analyst, ArcGIS Data Reviewer, ArcGIS Geostatistical Analyst, ArcGIS Network ArGIS Geostatistical Analyst, ArcGIS Network 50 50 Analyst, ArcGIS Publisher, ArcIS Spatial
Analyst, ArcGIS Publisher, ArcGIS Spatial
Analyst, ArcGIS Workflow Manager, ArcGIS each Analyst, ArcGIS Workflow Manager, ArGIS each Image Analyst Image Analyst
ArGIS Online Apps and Other ArcGIS Enterprise Apps
ArcGIS Location Sharing for ArGIS Online 50 ArGIS Location Sharing for ArcGIS Enterprise 50 ArGIS Online Service Credits 125,000
Number of Esri User Conference registrations provided annually Number of Tier 1 Help Desk individuals authorized to call Distributor Five percent (5%) discount on all individual commercially available instructor-led training classes at Esri facilities purchased outside this Agreement
Customer may accept this Agreement by signing and returning the whole Agreement with (i) the Quotation attached, (ii) a purchase order, or (iii) another document that matches the Quotation and references this Agreement ("Ordering Document"). ADDITIONAL OR CONFLICTING TERMS IN CUSTOMER'S PURCHASE
ORDER OR OTHER DOCUMENT WILL NOT APPLY, AND THE TERMS OF THIS AGREEMENT WILL GOVERN. This Agreement is effective as of the date of Esri's receipt of an Ordering Document, unless otherwise agreed to by the parties ("Effective Date").
Term of Agreement: Three (3) years
This Agreement supersedes any previous agreements, proposals, presentations, understandings, and arrangements between the parties relating to the licensing of the Products. Except as provided in Article 4— Product Updates, no modifications can be made to this Agreement.
Accepted and Agreed:
(Customer)
By: _
Authorized Signature
Printed Name:
Title:
Date:
CUSTOMER CONTACT INFORMATION
Contact: Telephone: _
Address: Fax:
City, State, Postal Code: E-mail:
Country:
Quotation Number (if applicable):
1.0—ADDITIONAL DEFINITIONS 2.0—ADDITIONAL GRANT OF LICENSE In addition to the definitions provided in the Master 2.1 Grant of License. Subject to the terms and Agreement, the following definitions apply to this conditions of this Agreement, Esri grants to Agreement: Customer a personal, nonexclusive,
nontransferable license solely to use, copy, and
"Case" means a failure of the Software or Online Deploy quantities of the Products listed in Services to operate according to the Documentation Table A-List of Products for the Term of where such failure substantially impacts operational Agreement (i) for the applicable Fee and (ii) in or functional performance. accordance with the Master Agreement. "Deploy", "Deployed" and "Deployment" mean to 2.2 Consultant Access. Esri grants Customer the redistribute and install the Products and related right to permit Customer's consultants or Authorization Codes within Customers contractors to use the Products exclusively for Customer's benefit. Customer will be solely
organization(s).
responsible for compliance by consultants and
"Fee" means the fee set forth in the Quotation. contractors with this Agreement and will ensure that the consultant or contractor discontinues
"Maintenance" means Tier 2 Support, Product use of Products upon completion of work for updates, and Product patches provided to Customer Customer. Access to or use of Products by during the Term of Agreement. consultants or contractors not exclusively for Customer's benefit is prohibited. Customer may
"Master Agreement" means the applicable master not permit its consultants or contractors to install agreement for Esri Products incorporated by this Software or Data on consultant, contractor, or reference that is (i) found at https://www.esri.com/en- third-party computers or remove Software or us/legal/terms/full-master-agreement and available in Data from Customer locations, except for the the installation process requiring acceptance by purpose of hosting the Software or Data on electronic acknowledgment or (ii) a signed Esri Contractor servers for the benefit of Customer. master agreement or license agreement that
supersedes such electronically acknowledged 3.0—TERM, TERMINATION, AND EXPIRATION master agreement.
"Products)" means the products identified in 3.1 Term. This Agreement and all licenses hereunder will commence on the Effective Date
Table A-List of Products and any updates to the list
and continue for the duration identified in the
Esri provides in writing.
Term of Agreement, unless this Agreement is
"Quotation" means the offer letter and quotation terminated earlier as provided herein. Customer provided separately to Customer. is only authorized to use Products during the Term of Agreement. For an Agreement with a
"Technical Support" means the technical limited term, Esri does not grant Customer an assistance for attempting resolution of a reported indefinite or a perpetual license to Products.
Case through error correction, patches, hot fixes,
workarounds, replacement deliveries, or any other 3.2 No Use upon Agreement Expiration or type of Product corrections or modifications. Termination. All Product licenses, all Maintenance, and Esri User Conference
"Tier 1 Help Desk" means Customer's point of registrations terminate upon expiration or contacts) to provide all Tier 1 Support within termination of this Agreement.
Customer's organization(s).
3.3 Termination for a Material Breach. Either party
"Tier 1 Support" means the Technical Support may terminate this Agreement for a material provided by the Tier 1 Help Desk. breach by the other party. The breaching party will have thirty (30) days from the date of written
"Tier 2 Support" means the Esri Technical Support notice to cure any material breach. provided to the Tier 1 Help Desk when a Case
cannot be resolved through Tier 1 Support. 3.4 Termination for Lack of Funds. For an Agreement with government or government-
owned entities, either party may terminate this than the defined Products will receive Maintenance.
Agreement before any subsequent year if Customer may acquire maintenance for other Customer is unable to secure funding through Software outside this Agreement. the legislative or governing body's approval
process. a. Tier 1 Support
3.5 Follow-on Term. If the parties enter into 1. Customer will provide Tier 1 Support another agreement substantially similar to this through the Tier 1 Help Desk to all Agreement for an additional term, the effective Customer's authorized users. date of the follow-on agreement will be the day
after the expiration date of this Agreement. 2. The Tier 1 Help Desk will be fully trained in the Products.
4.0—Product Updates 3. At a minimum, Tier 1 Support will include those activities that assist the user in
4.1 Future Updates. Esri reserves the right to resolving how-to and operational questions update the list of Products in Table A—List of as well as questions on installation and Products by providing written notice to troubleshooting procedures.
Customer. Customer may continue to use all
Products that have been Deployed, but support 4. The Tier 1 Help Desk will be the initial point and upgrades for deleted items may not be of contact for all questions and reporting of a available. As new Products are incorporated into Case. The Tier 1 Help Desk will obtain a full the standard program, they will be offered to description of each reported Case and the Customer via written notice for incorporation into system configuration from the user. This the Products schedule at no additional charge. may include obtaining any customizations, Customer's use of new or updated Products code samples, or data involved in the Case. requires Customer to adhere to applicable
additional or revised terms and conditions in the 5. If the Tier 1 Help Desk cannot resolve the Master Agreement. Case, an authorized Tier 1 Help Desk
individual may contact Tier 2 Support. The
4.2 Product Life Cycle. During the Term of Tier 1 Help Desk will provide support in such Agreement, some Products may be retired or a way as to minimize repeat calls and make may no longer be available to Deploy in the solutions to problems available to identified quantities. Maintenance will be subject Customer's organization. to the individual Product Life Cycle Support
Status and Product Life Cycle Support Policy, 6. Tier 1 Help Desk individuals are the only which can be found at individuals authorized to contact Tier 2 https://support.esri.com/en/other- Support. Customer may change the Tier 1 resources/product-life-cycle. Updates for Help Desk individuals by written notice to Products in the mature and retired phases may Esri.
not be available. Customer may continue to use
Products already Deployed, but Customer will b. Tier 2 Support not be able to Deploy retired Products.
1. Tier 2 Support will log the calls received
from Tier 1 Help Desk.
5.0- —MAInTENANCE 2. Tier 2 Support will review all information collected by and received from the Tier 1
The Fee includes standard maintenance benefits Help Desk including preliminary documented during the Term of Agreement as specified in the troubleshooting provided by the Tier 1 Help most current applicable Esri Maintenance and Desk when Tier 2 Support is required.
Support Program document (found at
https://www.esri.com/en- 3. Tier 2 Support may request that Tier 1 Help us/legal/terms/maintenance). At Esri's sole Desk individuals provide verification of discretion, Esri may make patches, hot fixes, or information, additional information, or updates available for download. No Software other answers to additional questions to
supplement any preliminary information operate, or allow access to the Products. If this gathering or troubleshooting performed by is a multi-year Agreement, Esri may invoice the Tier 1 Help Desk. Fee up to thirty (30) calendar days before the annual anniversary date for each year.
4. Tier 2 Support will attempt to resolve the
Case submitted by Tier 1 Help Desk. b. Undisputed invoices will be due and payable within thirty (30) calendar days from the date of
5. When the Case is resolved, Tier 2 Support invoice. Esri reserves the right to suspend will communicate the information to Tier 1 Customer's access to and use of Products if Help Desk, and Tier 1 Help Desk will Customer fails to pay any undisputed amount disseminate the resolution to the users). owed on or before its due date. Esri may charge Customer interest at a monthly rate equal to the
lesser of one percent (1.0%) per month or the
6.0—Endorsement and Publicity maximum rate permitted by applicable law on any overdue fees plus all expenses of collection
This Agreement will not be construed or interpreted for any overdue balance that remains unpaid as an exclusive dealings agreement or Customer's ten (10) days after Esri has notified Customer of endorsement of Products. Either party may publicize
the existence of this Agreement.
c. Esri's federal ID number is 95-2775-732.
7.0-ADMINISTRATIVE REQUIREMENTS d. If requested, Esri will ship backup media to the ship-to address identified on the Ordering
7.1 OEM Licenses. Under Esri's OEM or Solution Document, FOB Destination, with shipping OEM programs, OEM partners are authorized to charges prepaid. Customer acknowledges that embed or bundle portions of Esri products and should sales or use taxes become due as a services with their application or service. OEM result of any shipments of tangible media, Esri partners' business model, licensing terms and has a right to invoice and Customer will pay any conditions, and pricing are independent of this such sales or use tax associated with the receipt Agreement. Customer will not seek any discount of tangible media. from the OEM partner or Esri based on the
availability of Products under this Agreement. 8.2 Order Requirements. Esri does not require Customer will not decouple Esri products or Customer to issue a purchase order. Customer services from the OEM partners' application or may submit a purchase order in accordance with service. its own process requirements, provided that if Customer issues a purchase order, Customer
7.2 Annual Report of Deployments. At each will submit its initial purchase order on the anniversary date and ninety (90) calendar days Effective Date. If this is a multi-year Agreement, prior to the expiration of this Agreement, Customer will submit subsequent purchase Customer will provide Esri with a written report orders to Esri at least thirty (30) calendar days detailing all Deployments. Upon request, before the annual anniversary date for each Customer will provide records sufficient to verify year. he accuracy of the annual report.
a. All orders pertaining to this Agreement will be
processed through Customer's centralized point
8.0—ORDERING, ADMINISTRATIVE of contact.
PROCEDURES, DELIVERY, AND
b. The following information will be included in
DEPLOYMENT each Ordering Document:
8.1 Orders, Delivery, and Deployment (1) Customer name; Esri customer number, if known; and bill-to and ship-to addresses
(2) Order number
(3) Applicable annual payment due
9.0—MERGERS, ACQUISITIONS, OR
DIVESTITURES
If Customer is a commercial entity, Customer will
notify Esri in writing in the event of (i) a
consolidation, merger, or reorganization of Customer
with or into another corporation or entity;
(ii) Customer's acquisition of another entity; or (iii) a transfer or sale of all or part of Customer's
organization (subsections i, ii, and iii, collectively
referred to as "Ownership Change"). There will be
no decrease in Fee as a result of any Ownership
9.1 If an Ownership Change increases the
cumulative program count beyond the maximum
level for this Agreement, Esri reserves the right
to increase the Fee or terminate this Agreement
and the parties will negotiate a new agreement.
9.2 If an Ownership Change results in transfer or
sale of a portion of Customer's organization, that
portion of Customer's organization will transfer
the Products to Customer or uninstall, remove,
and destroy all copies of the Products.
9.3 This Agreement may not be assigned to a
successor entity as a result of an Ownership
Change unless approved by Esri in writing in
advance. If the assignment to the new entity is
not approved, Customer will require any
successor entity to uninstall, remove, and
destroy the Products. This Agreement will
terminate upon such Ownership Change.