Master Agreement
E204CW
Page 1 of 16 July 19, 2023
Revised July 19, 2023
IMPORTANT—READ CAREFULLY
Unless superseded by a signed license agreement between you and Esri, Esri is willing to provide Esri
Offerings and Services to you only if you accept all terms and conditions contained in this Agreement as
the sole and final agreement of the parties regarding your acquisition of these Esri Offerings and
Services. Please read the terms and conditions carefully. You may not use the Esri Offerings until you
have agreed to the terms and conditions of the Agreement. If you do not agree to the terms and
conditions as stated, click "I do not accept the Master Agreement" below; you may then request a refund
of applicable fees paid.
This Master Agreement ("Agreement") is between you ("Customer") 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.
Attachment A contains definitions of capitalized terms used throughout this Agreement. Each section of this
Agreement may include additional definitions that are used exclusively within that section.
1.0 GENERAL GRANT OF RIGHTS AND RESTRICTIONS
1.1 Grant of Rights. In consideration of Customer's payment of all applicable fees and in accordance with this
Agreement, Esri
a. Provides Services as set forth in this Agreement;
b. Grants to Customer a nonexclusive, nontransferable right and license or subscription to access and use Esri
Offerings as set forth in the Specifications and applicable Ordering Documents; and
c. Authorizes Customer to copy and make derivative works of the Documentation for Customer's own internal
use in conjunction with Customer's authorized use of Esri Offerings. Customer will include the following
copyright attribution notice acknowledging the proprietary rights of Esri and its licensors in any derivative
work:
"Portions of this document include intellectual property of Esri and its licensors and are used under license.
Copyright © [Customer will insert the actual copyright date(s) from the source materials.] Esri and its
licensors. All rights reserved."
The grants of rights in this section (i) continue for the duration of the subscription or applicable Term or
perpetually if no Term is applicable or identified in the Ordering Documents and (ii) are subject to additional rights
and restrictions in this Agreement including Attachment B.
1.2 Consultant or Contractor Access. Customer may authorize its consultants or contractors to (i) host Esri
Offerings for Customer's benefit and (ii) use Esri Offerings exclusively for Customer's benefit. Customer will be
solely responsible for its consultants' and contractors' compliance with this Agreement and will ensure that each
consultant or contractor discontinues use of Esri Offerings upon completion of work for Customer. Access to or
use of Esri Offerings by consultants or contractors that is not exclusively for Customer's benefit is prohibited.
1.3 Reservation of Rights. All Esri Offerings are the copyrighted works of Esri or its licensors; all rights not
specifically granted in this Agreement are reserved.
1.4 Customer Content. Esri does not acquire any rights in Customer Content under this Agreement other than as
needed to provide Esri Offerings and Services to Customer.
