ESRI
SITE LICENSE AGREEMENT
ESRI Contract No. 2000U1992
This Software Site License Agreement ("Agreement") is entered into as of the Effective Date, between Environmental Systems Research Institute, Inc. ("ESRI"), a California corporation with principal place of business located at Redlands, California, and the State University of New York ("SUNY"), with a principal place of business located at State University Plaza, Albany, NY 12246.
WHEREAS, ESRI owns, or has licensed from the owner(s), copyrights and other rights to the Software;
WHEREAS, SUNY desires to receive a non-exclusive license to use such Software at the Participating Institutions; and
WHEREAS, ESRI is willing to grant such non-exclusive license to SUNY on the terms and conditions set forth below;
NOW, THEREFORE, the parties agree as follows:
Affiliated Institutions: State University Construction Fund, the Research Foundation of the State University of New York, and the Nelson A. Rockefeller Institute of Government, and educational opportunity centers and other organizations, such as campus-related foundations and auxiliary service corporations located at SUNY facilities and which directly support the mission of the SUNY institutions.
Authorized Duplicates: Duplicate copies of the Programs consistent with the rights granted to SUNY under this Agreement.
Authorized User: Any SUNY employee, faculty member, or student, and any volunteer or agent performing work for SUNY’s benefit at a PI or an Affiliated Institution.
Documentation: All printed and digital materials, including, but not limited to, user documentation, training documentation, or technical information and briefings supplied under this Agreement.
Effective Date: March 1, 2001
ITEC: The Information Technology Exchange Center of the State University of New York.
Licensed Processor: Equipment (Processor) configuration under the control of SUNY or an Authorized User.
Master Copies: Master copies of the Software, Data, and Documentation identified in Attachment A, provided to SUNY by ESRI.
Participating Institution (PI): An institution of SUNY listed on Attachment B which has signed a Participating Institution Agreement.
Programs: Any and all copies of the Software, Data Sets(s) or Related Materials licensed hereunder.
Related Materials: All of the printed materials delivered inclusive of online or hard-copy documentation, user documentation, training documentation, sample data, confidential support activation code, media, and hardware key(s), as supplied by ESRI for use with ESRI Software.
Replacements: Updates and upgrades to existing Software. Not New Titles.
Services: Standard services as ESRI generally provides to customers.
Site License: A non-exclusive, non-transferable license to use the Software listed in Attachment A on any and all Licensed Processors.
Software: The actual copy of all or any portion of ESRI’s proprietary GIS software technology, computer software code, components, dynamic link libraries (DLLs), and programs delivered on any media including, but not limited to, alpha, beta, prerelease, restricted version(s), or final commercial release provided in source, object, or executable code format(s), inclusive of backups, updates, or merged copies permitted hereunder or subsequently supplied under this Agreement, for which SUNY is granted a license or sublicense pursuant to this Agreement
a. Subject to the terms of this Agreement, ESRI grants SUNY a non-transferable, non-exclusive Site License to
i. use the Programs only at the PI’s for research and instruction by Authorized Users, as described in Exhibit 1 hereto, and in accordance with the applicable documentation provided by ESRI. At no additional License fee, the Affiliated Institutions are entitled to the benefits of use under this Site License, provided that such participating Affiliated Institutions agree in writing to be bound in such usage by the terms and conditions of this Agreement, thereby becoming a PI;
ii. grant an unlimited number of sublicenses of the Programs for use by the PI’s in accordance with the applicable documentation and the Participating Institution Agreement set forth on Attachment C. Each PI may access the Programs from a central SUNY server farm and/or implement servers on campus, as well as distribute CD’s to Authorized Users. Authorized Users may install the Programs on (1) their workstations at work, (2) their workstations at home, and (3) their portable (i.e., laptop) computers, as well as access the Programs on line from a Licensed Processor. If the Authorized User is a student, SUNY shall maintain Programs accessible by students with their personally-owned computers under Keyserver control, or under the control of software of comparable functionality
iii. make Authorized Duplicates, provided that such Authorized Duplicatesare used only at the Participating Institutions. Any copies of the Programs made in violation of this Agreement shall be deemed copyright infringement. SUNY may install the Programs onto, and use the Programs on, any Licensed Processor; and
iv. use both the prior version of the Programs and the Replacements.
b. SUNY shall maintain complete records that set forth all Participating Institutions and the date on which the Programs were first deployed at a Participating Institution. SUNY shall provide ESRI with copies of all such records within 90 days of request from ESRI. Such request shall not be made more often than once during each calendar year.
c. ESRI and its licensor(s) own and retain all exclusive right, title and interest in and to the Software, Documentation, and all trademarks, service marks or tradenames associated with the Programs (the “Trademarks”), including all copyrights, patents, trade secret rights, trademarks and other intellectual property rights therein. Except as expressly granted herein, ESRI does not grant to SUNY any right or license, either express or implied, in the Software, Data, Documentation or Trademarks.
d. SUNY shall use the same efforts as it uses to protect its own proprietary information to prevent unauthorized execution, use, copying, transmission, disclosure and dissemination of the Programs by its Authorized Users. Access and use of any secure ESRI Web site resources made available to SUNY is for SUNY’s internal use only, provided that SUNY follows any and all of ESRI’s terms of use policy specified therein. All password or controlled access information provided by ESRI shall be treated as ESRI confidential information. Should SUNY's best efforts fail to prevent unauthorized execution, use, copy transmission, disclosure and dissemination of the Programs, ESRI shall immediately notify SUNY of the violation. SUNY shall stop execution of the Programs on the SUNY processor where the violation occurred and remove the Programs from such processor.
e. ESRI shall deliver to SUNY at the ten (10) delivery sites designated by SUNY in Attachment D one Master Copy of each of the Programs listed in Attachment A. SUNY shall be responsible for copying the software media and installing the Programs in accordance with this Agreement.
Restrictions
a. Under no circumstances shall SUNY
i. distribute or allow others to distribute copies of the Programs , in whole or in part, including, but not limited to, extensions, components, or DLLs without the prior written approval of ESRI.
(1) outside of the PI, and
(2) to any person who is not an Authorized User at a PI;
ii. provide, lend, sell, lease, time-share, or act as a service bureau or Application Service Provider (ASP) that allows third party access to the Programs except as provided herein; or transfer, in whole or in part, access to prior or present versions of the Programs, any updates, or SUNY’s rights under this Agreement; or use the Programs for commercial purposes;