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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 Customer's contractors to use the Products exclusively for organization(s). Customer's benefit. Customer will be solely 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 third-party computers or remove Software or https://www.esri.com/en-us/legal/terms/full-master- Data from Customer locations, except for the agreement and available in the installation process purpose of hosting the Software or Data on requiring acceptance by electronic acknowledgment Contractor servers for the benefit of Customer. or(ii)a signed Esri master agreement or license agreement that supersedes such electronically acknowledged master agreement. 3.0—TERM, TERMINATION, AND EXPIRATION "Product(s)"means the products identified in 3.1 Term.This Agreement and all licenses Table A—List of Products and any updates to the list hereunder will commence on the Effective Date Esri provides in writing. and continue for the duration identified in the 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 contact(s)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 Agreement before any subsequent year if E218-3–v02/01/2020 Page 3 of 6 09/09/2020/PSK