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ENTERPRISE AGREEMENT TERMS AND CONDITIONS ARTICLE 1—DEFINITIONS All definitions in other parts of the EA will have the same meaning in this Enterprise Agreement Terms and Conditions In addition,the following definitions apply to the EA ■ "Case(s)" means a failure of Products to operate according to the Documentation where such failure substantially impacts operational or functional performance ■ "City(s)"means City For avoidance of doubt,the definition of City will not include consultants or contractors City(s)must not include persons or entities ineligible to receive or have access to Esri products or services by operation of law,including US export control laws,decrees,orders,rules,regulations,policies,riders,conditions,or provisos ■ "Deploy," "Deployment,"or"Deployed" means to redistribute,or the redistribution of,the EA Products(and their related keycodes/registration files),or their having been redistributed,by City during the term of this EA for installation and use by City ■ "EA Fee means the fee set forth in Appendix B—EA Fee Schedule • EA Maintenance"means Tier 2 Support,updates,and patches provided by Esri for EA Products ■ "EA Products" means the Products identified in Tables A I and A-2 of Appendix A—Products and Deployment Schedule EA Products do not include unit priced item(s)or Esri technology that may be embedded in third-party products purchased by City ■ "Effective Date"means the date the EA commences and the start date for all licenses,regardless of when an Ordering Document is provided by City ■ "License Agreement"means the applicable master agreement incorporated by this reference that is(i)found at litto I/www esn com/legal/software-license and available in the installation process requiring acceptance by electronic acknowledgment,or(n)a signed license agreement between Esri and City that supersedes such electronically acknowledged license agreement ■ "Technical Support" means a process to attempt to resolve reported Case(s)through error correction,patches,hot fixes,and workarounds,replacement deliveries,or any other type of Product corrections or modifications specified in the most current applicable Esri Maintenance and Support Program • "Tier I Help Desk" means City's point of contact from which all Tier 1 Support will be given to City It 'Tier I Support"means the Technical Support provided by the Tier 1 Help Desk as the primary contact to City in the attempted resolution of reported Case(s) it "Tier 2 Support"means the Technical Support provided by Esri to the Tier I Help Desk when a Case cannot be resolved through Tier 1 Support ARTICLE 2---GRANT OF LICENSE 2.1 Grant of License During the term of this EA City's use of the EA Products is subject to the License Agreement and any additional terms set forth in this EA 2 2 Beta License Beta licenses are not available under this EA as EA Products 2 3 Consultant Access Esri grants City the right to permit City's consultants or contractors to use the EA Products exclusively for City's benefit City shall be solely responsible for compliance by consultants and contractors with this License Agreement and shall ensure that the consultant or contractor discontinues use of EA Products upon completion of work for City Access to or use of EA Products by consultants or contractors not exclusively for City's benefit is prohibited City may not permit its consultants or contractors to install EA Products on consultant,contractor,or third-party computers or remove EA Products from City locations except for the purpose of hosting the EA Products on contractor servers for the benefit of City Consultant or contractors must not include persons or entities ineligible to receive or have access to Esri products or services by operation of law, including US export control laws,decrees,orders,rules,regulations, policies,riders,conditions, or provisos 2 4 Reserved E512G Page 2 of 11 02/29/2017 1 IcaldjmlAgreements174_ESR1 ELA 2017 docs