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ATTACHMENT B <br /> GENERAL TERMS AND CONDITIONS <br /> The following general terms and conditions apply to all Esri Offerings and Services that Esri may offer to its <br /> customers. Certain Esri Offerings or Services may not be available under this Agreement.Please disregard any <br /> terms that are not applicable to Esri Offerings or Services offered under this Agreement. <br /> ARTICLE B.1—GENERAL USE RESTRICTIONS <br /> Except as expressly permitted in this Agreement, Customer will not <br /> a. Sell, rent, lease, sublicense,distribute, lend,time-share, or assign Services or Esri Offerings; <br /> b. Distribute or provide direct access to Services or Esri Offerings to third parties, in whole or in part, including, <br /> but not limited to, extensions,components, or DLLs; <br /> c. Distribute Authorization Codes to third parties; <br /> d. Reverse engineer,decompile,or disassemble any Product or Deliverable delivered in compiled form; <br /> e. Make any attempt to circumvent the technological measure(s)that controls access to or use of Esri Offerings; <br /> f. Store, cache, use, upload, distribute,or sublicense Content or otherwise use Esd Offerings in violation of <br /> Esri's or a third-party's rights,including intellectual property rights,privacy rights, nondiscrimination laws, <br /> export laws, or any other applicable law or regulation; <br /> g. Remove or obscure any Esri or its licensors'patent,copyright,trademark, proprietary fights notices,or <br /> legends contained in or affixed to any Esri Offerings, output,metadata file,or online or hard-copy attribution <br /> page of any Data or Documentation; <br /> h. Unbundle or independently use individual or component parts of Esd Offerings; <br /> i. Incorporate any portion of Esn Offerings into a product or service for third-party use that competes with the <br /> Esri Offerings; <br /> j. Publish or in any other way communicate the results of benchmark tests run on Beta Products without the <br /> prior written permission of Esri and its licensors;or <br /> k. Use, incorporate, modify, distribute, provide access to,or combine any Esri Offerings in a manner that would <br /> subject any Esd Offering to open-source or open-database license terms that require any part of the Esri <br /> Offering to be <br /> 1. Disclosed in source code form to third parties; <br /> 2. Licensed to third parties for the purpose of making derivative works;or <br /> 3. Redistributable to third parties at no charge;or <br /> 1. Generate revenue by providing access to Software or Online Services through a Value-Added Application. <br /> These restrictions will not apply to the extent that they conflict with applicable law or regulation. <br /> ARTICLE 13.2—TERM AND TERMINATION <br /> B.2.1 Customer may terminate this Agreement or any Esri Offerings license or subscription at any time upon <br /> written notice to Esri.Termination without cause does not entitle Customer to receive any refund of fees paid.Any <br /> right to terminate pending Services engagements for convenience is set forth in the applicable section in the body <br /> of this Agreement. Either party may terminate this Agreement or any license or subscription for a material breach <br /> that is not cured within 30 days of written notice to the breaching party. Upon any termination of this Agreement <br /> for breach,Esri will stop providing Services.Any licenses in Esri Offerings that survive termination of this <br /> Agreement continue under the terms of this Agreement. <br /> B.2.2 If Esri terminates this Agreement following Customers breach,then Esri may also, at its election,terminate <br /> Customer's licenses or subscriptions to Esri Offerings. If Customer terminates this Agreement for cause or <br /> convenience,then Customer may, at its election, also terminate Customers licenses or subscriptions to Esri <br /> Offerings. <br /> E204AP Page 10 of 17 March 5,2020 <br />