By completing and returning the Registered Client Information Profile attached as Appendix B of this document to OhioLINK, you ("End User") agree to pay the amount of the invoice ("Invoice") attached as Appendix E of this document and to comply with the terms and obligations of the following Agreement:

Whereas OhioLINK has entered into an agreement ("OhioLINK/ESRI Statewide Site License") with ESRI--a developer, manufacturer, and marketer of proprietary geographic information system (GIS) Software, Data, Related Materials, professional services, and other related services; and technical support service provider for the same GIS Software, Data, and Related Materials--to obtain from ESRI the right to license and sub-distribute certain ESRI Software, Data, and Related Materials to universities and colleges within the State of Ohio; and

Whereas you the End User desire to obtain the right to distribute unlimited quantities of the ESRI Software, Data, and Related Materials licensed by OhioLINK from ESRI;

NOW, THEREFORE, recognizing their mutual interest in addressing the official educational, administrative, instructional, research, and public service responsibilities of faculty, students, and staff of the End Users institution, in consideration of the benefits accruing to each party and the mutual covenants and agreements contained herein, the OhioLINK and the End User do hereby agree as follows:
 

ARTICLE 1 - DEFINITIONS

Definitions:   As used herein, the following words, phrases, or terms in this Agreement shall have the following meanings:

"Commercial Use" is defined as use of the Software, Data, or Related Materials for use relating to profit, income, or revenue producing purposes.

"Consortium [Member(s)]" shall consist of 1.) Cleveland State University, 2.) Kent State University, 3.) Ohio State University, 4.) University of Akron, 5.) University of Cincinnati, 6.) University of Toledo, 7.) Wright State University, 8.) Youngstown State University,  and 9.) Ohio University, forming an organization called OhioGISNet.

"Data" is defined as information which has been provided by ESRI and its third party licensors and formatted as a computer database and licensed for use with ESRI Software as specified in Article 4.1, Scope of License, Permitted Uses section.

"FTE" is defined as full-time equivalent students.

"GIS Specialist" is defined as a technically oriented individual familiar with GIS technology.  The GIS Specialist should be a member of the End User's faculty or his/her designee who is acceptable to ESRI and WSU/OhioLINK

"Initial Deliverables" is defined as a master CD set of all Programs together with (10) hardware keys that is provided to each Consortium Member and each participating End User with more than 10,000 FTE.

"Not-for-Profit" means an organization formed for purposes unrelated to making and distributing profits.

"Primary Institutional Contact" is defined as an administrator.  The administrator must be a member of the End User's faculty or of the End User's staff.  The Primary Institutional Contact should be a person familiar with the End User's business procedures.

"Program(s)" is defined as any and all copies of the Software, Data, or Related Materials licensed hereunder.

"Related Materials" is defined as all of the printed and on-line materials delivered inclusive of user documentation, training materials, hard key, and the confidential user support activation code supplied by ESRI for use with the Software.  All documentation is copyrighted and protected under U.S. copyright law and any requirements for additional printed copies must be purchased from ESRI.

"Site" is defined as an End User that has been authorized by WSU/OhioLINK to obtain Software licenses and other deliverables detailed in Appendix A, pursuant to the terms of this Agreement.

"Software" is defined as the computer programs listed in AppendixA, including those incorporated by reference or delivered hereunder on the media together with permitted backup copies, and any updates subsequently supplied by ESRI.  Software may be delivered as executable or source code.

"Software Installation Kit" means Software for a specifically identified Hardware Platform on available media, which includes a set of installation instructions.

"Subdistribute" is defined as the process used by WSU/OhioLINK to distribute Programs and other deliverables to the End User(s) pursuant to the terms of this Agreement.

"Systemwide" is defined as the combination of WSU/OhioLINK

Article 2 - Reservation of Ownership Rights/Copyright

2.1     Reservation of Ownership Rights

ESRI and its thirty party licensor(s) retain exclusive ownership rights, title, and interest in any copies of Programs licensed under this Agreement and hereby grants to End User a personal, nonexclusive, nontransferable license to use and copy the Programs pursuant to the terms and conditions of this Agreement.   End User is purchasing a license to use the Programs under the terms of this Agreement.  All rights not specifically granted in this Agreement are reserved to ESRI.

2.2     Copyright

The Programs are owned by ESRI and its third party licensor(s) respectively, and are protected by United States copyright laws and applicable international treaties and/or conventions.  Any requirements for additional printed copies of the Related Materials must be purchased from ESRI.
 

ARTICLE 3 - TERM and TERMINATION

3.1     Term

The term of this Agreement shall commence upon completion of the Registered Client Information Profile attached as Appendix B of this Agreement.

3.2     Termination

This Agreement shall terminate on June 31, 2000.

Termination for Default

3.3.1     Breach by an End User

ESRI or WSU/OhioLINK may terminate this Agreement and any licenses granted hereunder following a ten (10) day cure period, if End User fails to comply with or violates the terms and conditions of this Agreement.   The ten (10)-day cure period shall begin upon written notice to the End User of the default.

3.4     Termination of the OhioLINK/ESRI Statewide Site License

This Agreement and any licenses granted hereunder shall be terminated if ESRI terminates the OhioLINK/ESRI Statewide Site License.

3.5      Obligations upon Termination

Unless expressly stipulated in writing by ESRI, in the event of termination of the right of the End User to participate in this Agreement because of default or termination of the OhioLINK/ESRI Statewide Site License, End User shall immediately cease to use the terminated Software Programs.  Within ten (10) days after termination, End User shall destroy or cause the destruction of all copies in whole or in part, in any form, including partial copies and modifications, of the terminated Software, Data, or Related Materials, and End User shall provide OhioLINK a completed Certificate of Destruction form, attached hereto and incorporated herein as Appendix D.

3.6.     Cancellation of Orders Following Termination

3.6.1     Unshipped Orders

All unshipped orders placed by End User prior to termination of this contract shall be cancelled by End User in a timely manner by notifying ESRI in writing.

3.6.2     Shipped Orders

All shipped orders will be invoiced unless the entire unopened shipment is promptly returned to ESRI.

3.7     Other Remedies

ESRI may incur irreparable damage in the event that the provisions of this Agreement are not performed in accordance with their specified terms or are otherwise breached.  Accordingly, ESRI reserves the right to seek equitable relief including, but not limited to, temporary restraining orders, temporary injunctions, permanent injunctions, and such other and further relief as a court of competent jurisdiction may deem proper.  ESRI reserves all legal and equitable rights and remedies to which it may be entitled.
 

Article 4 - Grant of License Rights

4.1     Scope of License

From the date of receipt of each master CD, Program, or key/keycode, End User agrees to use reasonable effort to protect the Programs from unauthorized use, reproduction, distribution or publication.

For the protection of selected Software, ESRI employs a nondestructive License Manager to limit use of the licensed Software to specific computer networks and/or computer systems.  As each configuration of central processing units and/or networked systems may be unique, End User agree to conform its use of the Software, Data, and Related Materials to the configuration licensed from ESRI.  Said configuration is incorporated herein by this reference, inclusive of any written modifications approved by ESRI.

         Permitted uses:

Unless expressly prohibited otherwise in this Agreement, End User may copy and use, for its own internal use, an unlimited number of copies of the Programs on their respective computer system(s) and/or specific computer network(s). Certain Programs require a keycode or hardware key wherein additional fees may apply as described in Appendix A. End User may maintain backup copies where appropriate provided all the information appearing in or on the original Software or Data labels including the copyright notice, must be included in all backup copies and on the labels.
End User may use, copy, alter, modify, merge, reproduce, and/or create derivative works of the on-line documentation for their own internal use.  The portions of the on-line documentation merged with other software, hard copy, and/or digital materials shall continue to be subject to the terms and conditions of this Agreement and End User shall provide the following copyright attribution notice acknowledging ESRI's proprietary rights in the documentation: "Portions of this document include intellectual property of ESRI and are used herein by permission.  Copyright © 199_ (insert date) Environmental Systems Research Institute, Inc.  All Rights Reserved."
End User may use the Sample Data contained on the Data & Maps CD that are provided under license from ESRI or its third party licensor(s) as described in the Distribution Rights section of the on-line Data Help files.
End User may modify the Data contained in the University Data Package and merge other data sets with the Data for their own internal use.  The portions of the Data merged with other data sets will continue to be subject to the terms and conditions of this Agreement.
End User may use, copy, reproduce, remarket, resell, and/or redistribute the Data contained in the University Data Package or any derived portion(s) of the Data in published hard-copy and/or in static, electronic (i.e., gif, jpeg, etc.) formats, provided that a legend statement is affixed acknowledging ESRI as the source of the portion(s) of the Data displayed, printed, or plotted.
As for MapObjects, this is a Licensed Software Programming Tools which contains Proprietary Information of ESRI in the form of source code and object code which may be used and implemented in applications provided that all Participants agree in writing that any such use shall be solely for the internal benefit of the End User.
End User may use the Licensed Software Programming Tools to create applications that will operate solely in conjunction with computer software programs developed or licensed by ESRI.
End User may use the Software Program for Internet access provided that the source and object code are not accessible to users of the application.
End User shall not use the Software for commercial network services or interactive cable or remote processing services.
 

4.1.1

End User agrees not to allow anyone other than students and the faculty and administrative staff members of its institution to use the Programs without ESRI's prior written permission.  End User understands and expressly agrees that the Programs provided under this Agreement are to be used only for instructional, research, and administrative purposes, as well as managing physical plant facilities working in conjunction with the participating End User, by staff, faculty, and students.  Use of the licensed Programs for profit, private gain, or other Commercial Use is an express violation of the terms of this Agreement.

4.1.2

End User agrees to use its reasonable efforts to protect from loss and theft all Programs.  End User agrees to report to OhioLINK, who shall report all losses in writing to ESRI within five (5) working days after discovering that components are missing.  End User agrees to replace all lost or stolen items at current rates described in Appendix A.  Recurring loss or theft of Programs shall constitute a breach of this Agreement and ESRI may, at its discretion, terminate this Agreement and exclude End User from further participation in the Site license program without refund of any fees.

4.1.3

This Agreement supersedes any current Software License Agreements signed by the End User with ESRI for the Programs available under this Agreement.

4.1.4     Right to Copy

This Agreement provides the End User the right to copy and use the following Software Programs and Data sets:
 

Unless expressly provided otherwise, all new releases of ESRI's wholly owned PC Software products will be added to this Agreement according to the provisions set forth in Articles 13.2 and 13.3

4.2     Limitations

Except as expressly stipulated otherwise, this Agreement authorizes the End Users to copy and use the licensed Programs at the End User's site.

         End User may not:

Enable Graphic Interface Format (GIF) file generation capabilities in the Internet Map Server extensions for Internet or distribution purposes without obtaining a license from Unisys, since the GIF format utilizes the LZW compression technology patented by Unisys Corporation.
Distribute the Data contained on the Data & Maps CD except as stated in the Distribution Rights section of the on-line Data Help files.
Except as permitted above, make additional copies of the Software or Related Materials.
Sell, rent, lease, loan, sublicense, lend, or transfer, in whole or in part, or provide to unlicensed third parties the Software, Data, Related Materials, any updates, or End User rights under this Agreement.
Alter, decompile, disassemble, or reverse engineer the Software, or make any attempt to unlock or bypass the hardware key or the License Manager software used, or allow any such activity.
Remove or obscure any copyright or trademark notices.
Use the Software for commercial time-sharing.
Use the Programs to teach ESRI developed courses unless authorized to do so in writing by ESRI.
In regard to the Data contained in the University Data Package, End User shall not reverse engineer, decompile, or disassemble the ESRI-compatible data format(s) in an attempt to duplicate the proprietary and copyright-protected ESRI data model(s) and/or export format(s).

4.3     MapObjects Licensing

MapObjects is a set of software development tools that are used to develop application software.  This license allows the use of MapObjects for on-campus use only.  Applications created with MapObjects may be deployed for noncommercial use and educational purposes on the Institution campus only, unless End User separately licenses with ESRI for deployment outside of the Institution campus.  End User may not deploy or allow to be deployed commercially, off campus the "MO10.LIC' or "WEBLINK.LIC" file in any way whatsoever.

4.4     Internet Map Server License

End User may use the Internet Map Server License to provide World Wide Web access using ESRI's MapObjects and MapObjects Internet Map Server extension or ArcView GIS and ArcView Internet Map Server extensions for purposes other than Commercial Use.  In the event End User requires GIF file generation capabilities in ArcView Internet Map Server extension or MapObjects Internet Map Server extension, a separate license from Unisys must be obtained prior to use by End User.
 

ARTICLE 5 - EXISTING AND ADDITIONAL SOFTWARE PURCHASES

5.1     Existing Software

All currently existing Programs previously licensed to the End User by ESRI are hereby incorporated in to this Agreement.

5.2     Future Purchases

Additional hardware keys, software packages, or other Programs required by End User may be purchased via ESRI's Telesales department or by submitting a purchase order to ESRI and paying such applicable fees as are identified in Appendix A.

In implementing an efficient method to process additional orders, incorporation of the following language typed below the listing of the Software licenses, Data, or Related Materials ordered on End User signed and preprinted purchase order is required:

"By accepting this Purchase Order No. ____________, both parties agree to amend the Ohio Systemwide Site License Agreement, Contract No. 97S1290, between WSU/OhioLINK and Environmental Systems Research Institute, Inc. (ESRI), (hereinafter to be called "Ohio Systemwide Site License Agreement"), dated ______________________, which is incorporated herein by reference to include the above (Data or Software) licenses, which are hereby licensed under the same terms and conditions.  In the event of conflict between the terms and conditions of the purchase order and Ohio Systemwide Site License Agreement, the terms and conditions of Ohio Systemwide Site License Agreement shall prevail."

A copy of the Registered Client Information Profile attached as Appendix B of this Agreement must be completed and returned to OhioLINK within thirty (30) days after information regarding the Primary Institutional Contact or GIS Specialist changes.

5.4     Additional Installation Services

As requested by End User, ESRI agrees to provide professional services for installing, moving, reinstalling, and/or training in use of said Software within new or relocated sites for costs not to exceed standard ESRI labor rates, travel and per diem.

5.5     Software Keycodes

Software keycodes will be generated by the End User's GIS Specialist using ESRI's Web-based keycode generation system.  OhioLINK will supply End User with an account number and password for keycode generation.   The Primary Institutional Contact and the GIS Specialist(s) will closely guard the keycode account number and account password to ensure that there is no unauthorized use of the keycode generation system.
 

Article 6 - Software Support

If the End User is a member of the Consortium or has more than 10,000 FTE, the End User may appoint two (2) GIS Specialists who can contact ESRI for technical support.  End User may purchase the right to appoint additional technical support specialist(s) from ESRI for a cost of $1,000 per year.  BusinessMap Software is not a standard ESRI-supported Software Program and the terms of the ESRI Support Services policies do not apply to this Program.

For members of the Consortium and End Users with more than 10,000 FTE software support services are included in the invoice fee and will be provided in accordance with the most current version of the ESRI ARC/INFO and Desktop Support Services policies.

End Users that have previously obtained ESRI site licenses will continue to have the same number of technical support contracts and complimentary User Conference registrations under the Agreement as they had under their previous separate site license.

6.1     Upgrades

During the general commercial release, if the End User is a member of the Consortium or has more than 10,000 FTE, ESRI will deliver to the End User one (1) upgrade package for each of the Programs included in the Systemwide Site License that is generally provided to ESRI's clients under the terms of ESRI's Support Services Policy.

      UNIX

 One (1) set of software and documentation upgrades will be provided to Consortium Members at the time of ESRI's general release of the update.  This applies to all Software and Related Materials and documentation covered under the terms and conditions of this Agreement.

 Additional software installation kits, documentation, and software media are available at discounted rates as described in Appendix A.

 All ESRI desktop products will be upgraded at ESRI's sole discretion (and/or pursuant to the terms of the ESRI Desktop Support Services Policy).

6.2     User Manuals

End User may only print and duplicate the ESRI-provided on-line documentation for its internal use.
 

Article 7 - Acceptance

7.1     Acceptance

Acceptance for all Software or Media, Data, and Related Materials occurs upon release of keycode or receipt of shipment.
 

Article 8 - Statement of Proprietary Interest, Infringement, and Indemnification

8.1     Statement of Proprietary Interest

End User agrees that all Data and Software licensed by this Agreement and all ESRI documentation are proprietary to ESRI and are, and shall remain at all times, the property of ESRI.  End User shall be responsible to undertake reasonable efforts to ensure that, except as required by law, it does not disclose any proprietary information or material to any unauthorized individual, institution, company, or government agency or in any way transfer this Software or any partial or merged copy of the Software without written permission of authorized ESRI personnel.  The restrictions shall include Software, file structures, documentation, algorithms, related Software concepts, Software program corrections, and updates.  End User agrees that copies of all licensed Software received from ESRI or made by OhioLINK for the End User for any purpose authorized by this Agreement are, and shall remain at all times, the property of ESRI.  End User agrees that its obligations of confidentiality described heretofore in this article are binding for a period of ten (10) years and as such survive the term of this Agreement.

End User shall restrict the disclosure and dissemination of all trade secrets reflected in the Software, Data, and Related Materials to those who are bound to respect the confidentiality of such trade secrets.  In the event of disclosure that may be required by law, End User shall attempt to notify ESRI and OhioLINK reasonably in advance of disclosure such that ESRI may assert any rights it may have to protect its proprietary or trade secret information from disclosure in a timely manner.

8.2     Infringement/Indemnification

If a third party claims that the ESRI Program(s) infringe any U.S. patent, copyright, or trade secret, ESRI will (as long as End User is not in default under this Agreement or any other agreement with ESRI) defend End User against such claim at ESRI's expense and pay all damages that a court finally awards, provided that End User promptly notifies in writing of the claim, and allow ESRI to control, and cooperate with ESRI in, the defense or any related settlement negotiations.  If such a claim is made or appears possible, ESRI may, at its option, secure the right to continue to use the Program(s), modify or replace the Program(s) so they are noninfringing, or if neither of the foregoing options is available in ESRI's judgement, require End User to return the Program(s) for a credit equal to the portion of previously paid license fees allocable to the remaining term of End User's license.  However, ESRI has no obligation for any claim based on a modified version of the Program(s) or their combination, operation, or use with any product, data, or equipment not provided by ESRI.  THIS PARAGRAPH STATES ESRI'S ENTIRE OBLIGATION TO End User WITH RESPECT TO ANY CLAIM OF INFRINGEMENT.

ESRI will not indemnify or defend End User from any infringement claim resulting from End User modification or alteration of any Software, Data, and Related Materials.

This section states ESRI's entire obligation to End User and End User's sole and exclusive remedy for infringement.
 

Article 9 - Limited Warranty for media; no warranty for data or software

ESRI and OhioLINK warrant that the media on which all Programs are provided under this Agreement will be free from defects in material and workmanship under normal use and service for a period of sixty (60) days from the date of receipt.  End User's sole and exclusive remedy for breach of the limited warranty shall be that ESRI will replace any such media during the warranty period if returned with proof of purchase or date of receipt.

EXCEPT AS WARRANTED ABOVE, THE SOFTWARE, DATA, AND RELATED MATERIALS CONTAINED THEREIN ARE LICENSED TO END USER "AS IS," WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.  END USER EXPRESSLY ACKNOWLEDGES THAT THE DATA CONTAIN SOME NONCONFORMITIES, DEFECTS, OR ERRORS.  ESRI DOES NOT WARRANT THAT THE DATA WILL MEET END USER'S NEEDS OR EXPECTATIONS, THAT THE USE OF THE DATA WILL BE UNINTERRUPTED, OR THAT ALL NONCONFORMITIES, DEFECTS, OR ERRORS CAN OR WILL BE CORRECTED.  OHIOLINK AND ESRI ARE NOT INVITING RELIANCE ON THE DATA, AND END USER SHOULD ALWAYS VERIFY ACTUAL DATA.
 

ARTICLE 10 - LIMITS OF LIABILITY; EXCLUSION OF CONSEQUENTIAL DAMAGES

AS TO THE LIMITED WARRANTY FOR MEDIA SET FORTH IN ARTICLE 9, ESRI AND OHIOLINK SHALL NOT BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, AND/OR CONSEQUENTIAL DAMAGES RELATED TO THE USE BY END USER OR ANY OTHER END USER OF THE SOFTWARE, DATA, OR RELATED MATERIALS, ALONE OR IN ANY COMBINATION, EVEN IF ESRI AND/OR OHIOLINK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

OhioLINK and ESRI will not indemnify or defend End User from any infringement claim resulting from End User's modification or alteration of any Software and Related Materials or combination with other materials, provided that use of the Software and Related Materials alone would have avoided the infringement.

The cumulative liability of ESRI and OhioLINK to End User for all claims relating to the ESRI Program(s) and any services rendered hereunder, in contract, tort, or otherwise, shall not exceed the total amount of all license fees paid to OhioLINK by End User for the relevant ESRI Program(s) or services within the prior year.  This limitation shall not apply to the indemnification provided in Article 8.2.  In no event shall either party be liable to the other for any consequential, indirect, special, or incidental damages, even if such party has been advised of the possibility of such potential loss or damage.
 

ARTICLE 11 - ASSIGNMENT

End User shall not assign its rights hereunder without the prior written consent of OhioLINK and ESRI.
 

ARTICLE 12 - EXPORT

End User acknowledges that this Agreement and the performance thereof are subject to compliance with any and all applicable United States laws, regulations, or orders relating to the export of computer software or know-how relating thereto.  The Software and Related Materials have been determined to be Technical Data under United States export laws.  End User agrees to comply with all laws, regulations, and orders of the United States in regard to any export of such Technical Data.  End User agrees not to disclose or re-export any Technical Data received under this Agreement in or to any countries for which the United States government requires an export license or other supporting documentation at the time of export or transfer, unless End User has obtained prior written authorization from ESRI and the U.S. Office of Export Control.  The countries restricted at the time of this Agreement are Cuba, Iran, Iraq, Libya, Sudan, and North Korea.
 

Article 13 - Technical Representative; Changes

13.1     Representative

End User may designate two (2) GIS Specialists who will be the only individuals authorized to contact ESRI for first-level technical support.  These representative will serve as the primary contact with ESRI for software updates under this Agreement.

13.2     Changes by GIS Specialists

The Primary Institutional Contact and the GIS Specialists shall not be authorized to change any of the terms and conditions of the OhioLINK/ESRI Statewide Site License.

13.3     Change by Supplements

New Software, services, or reduced prices may be added by supplements to the OhioLINK/ESRI Statewide Site License by formal notice from ESRI to OhioLINK.  Upon receipt of such notices, OhioLINK will send notice of these changes to the GIS Specialists and to the Primary Institutional Contact.
 

Article 14 - NOTICE

Notice required or contemplated by End User must be delivered in person or by courrier, express mail, telegraph, or postage-prepaid certified or registered air mail addressed to OhioLINK at the address specified herein.

Wright State University/OhioLINK
2455 North Star Road, Suite 300
Columbus, OH  43221

Notice required or contemplated to End User shall be delivered in person or by courrier, express mail, telegraph, or postage-prepaid certified or registered air mail addressed to the Primary Institutional Contact specified in the registered client information profile included as Appendix B of this document.
 

Article 15 - Special Miscellaneous Terms

15.1     Retention of Records and Audit Access

15.1.1      Retention of Records

End User shall maintain and retain for a period of no less than one (1) year after the date of expiration or termination of this Agreement records, including agreements and amendments, pertaining to the distribution and location of the Software.  Records shall consist of thie following:

•  Software Requiring a Keycode

End User shall maintain a listing of the location of the central processing units and/or servers for which keycodes are generated.  The CPU's and/or servers shall be identified by either their host ID, Serial Numbers or Reference Numbers.  Software requiring a keycode includes all UNIX based software and ARC/INFO and Extensions for Windows NT software.
 
•   Desktop Software


End User shall maintain records pertaining to the distribution, quantities and location of the Desktop Software.

15.1.2     Audit Access

End User agrees that ESRI or any of its duly authorized representatives shall, for the purpose of audit or other reasonable purposes related to this Agreement, have access to relevant records identified above that are maintained and retained by the End User.  ESRI and its representatives and designees shall have access to records and be able to copy such records during OhioLINK's regular business hours.  OhioLINK shall provide proper facilities for such access, inspection, and copying.

In addition to audits conducted after the date of termination, audits may be conducted during or after the contract period for the purposes of evaluating claims by or payments to End User.  Audits may also be conducted by auditors selected and paid for by ESRI.  Audits shall be conducted in accordance with generally accepted auditing standards.  End User shall fully cooperate with ESRI or its auditor(s) during audits and inspections, and provide appropriate requested documentation.

ESRI or OhioLINK will give reasonable notice to End User of the date on which the audit will begin.  Audit rights set forth herein shall be subject to a nondisclosure agreement, as necessary, which shall be mutually agreed to by the parties prior to audit.

15.2      Preprinted Purchase Order Terms

No provision appearing on or referenced in any form originated by End User shall be applicable unless such provision is expressly accepted in writing by ESRI.
 

ARTICLE 16 - ORDER OF PRECEDENCE

In the event of any conflict within the terms of this Agreement, the following order of precedence shall apply: (1) the terms and conditions contained in the Articles of this Agreement; (2) the Appendixes; and (3) the Attachments.
 

ARTICLE 17 - WAIVER

No failure or delay by ESRI or OhioLINK in enforcing any right or remedy under this Agreement shall be construed as a waiver of any future or other exercise of such right or remedy by ESRI or OhioLINK.
 

ARTICLE 18 - HEADINGS

The headings and titles to the Articles and paragraphs of this Agreement are inserted for convenience only and shall not be deemed a part hereof or affect the construction or interpretation of any provision hereof.
 

ARTICLE 19 - NONEXCLUSIVITY

This agreement is nonexclusive unless otherwise expressly stipulated herein.  Should End User determine their needs are better met outside of the Ohio Systemwide Site License, they may proceed in the appropriate manner to contract directly with ESRI.
 

Article 20 - Compliance With Laws

End User agrees to comply with the provisions of all applicable federal, state, and local laws and regulations.
 

ARTICLE 21 - SEVERABILITY

If any provision(s) of this Agreement shall be held to be invalid, illegal, or unenforceable by a court or other tribunal of competent jurisdiction, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
 

ARTICLE 22 - ENTIRE AGREEMENT

This Agreement, Attachments, and Appendixes that are incorporated herein by reference constitute the sole and entire agreement of the parties as to the matter set forth herein and supersedes any previous agreements, understandings, and arrangements between the parties relating hereto.   Except as otherwise expressly provided herein, any amendments to this Agreement must be in writing and signed by an authorized representative of each party.