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Server Technology Registry Participant Agreement

SERVER TECHNOLOGY REGISTRY PARTICIPANT AGREEMENT

IF YOU WOULD LIKE TO PARTICIPATE IN THE SERVER TECHNOLOGY REGISTRY THEN YOU MUST ACCEPT ALL TERMS AND CONDITIONS IN THIS SERVER TECHNOLOGY PARTICIPANT AGREEMENT ("AGREEMENT"). ESRI IS WILLING TO FACILITATE YOUR PARTICIPATION IN THE SERVER TECHNOLOGY REGISTRY ONLY UPON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS AND CONDITIONS CONTAINED IN THIS AGREEMENT. TO INDICATE YOUR ACCEPTANCE, YOU WILL BE ASKED TO CLICK THE "ACCEPT" BUTTON FOLLOWING THIS AGREEMENT. IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS AS STATED, THEN ESRI IS UNWILLING TO FACILITATE YOUR PARTICIPATION IN THE SERVER TECHNOLOGY REGISTRY, IN WHICH EVENT YOU SHOULD CLICK THE "DECLINE" BUTTON.

This Server Technology Registry Participant Agreement ("Agreement") is between Environmental Systems Research Institute, Inc. ("Esri"), and you ("Participant") for participation in the online Server Technology Registry.

  1. RESERVATION OF OWNERSHIP
    Participant retains any and all rights, title, and ownership not granted herein to all copies of the data, documentation, metadata, or map services. All rights not specifically granted are reserved to Participant.
  2. WEB LINKING LICENSE
    Participant grants Esri and Esri hereby accepts a nonexclusive, revocable, royalty free, limited license to
    1. Use, store, cache, copy, reproduce, publicly display, publicly perform, (re)publish, (re)distribute, (re)transmit, and (re)broadcast Participant's registered metadata regarding Participant's geographic content or map services that are made available to end users of the Server Technology Registry; and
    2. Provide end users hypertext reference links ("Links") from the Server Technology Registry to Participant's geographic content or map services at a designated Web server at a specific Uniform Resource Locator ("URL") containing map services powered by Esri Server Technology Software.
  3. ESRI RESERVATION OF RIGHTS
    Esri reserves the right to suspend or remove, upon prior written notice to Participant, any Participant's registration information cataloged in the Server Technology Registry and the Link(s) to Participant's geographic content or map services that is alleged by a third party to be infringing, unlawful, defamatory, and/or violative of any person's right to privacy and/or publicity, or violative of any export laws. Esri will restore Participant's Server Technology Registry and Links only upon official notification that the dispute between Participant and the third party has been resolved.

    Esri further reserves the unilateral right to terminate this Agreement, the Participant�s registration cataloged in the Server Technology Registry, and the Links to Participant�s geographic content or map services for any misuse of the Server Technology Registry by Participant in using the registry for distribution of illegal materials that are deemed to be, including, but not limited to, obscene, pornographic, defamatory, harassing, grossly offensive, or malicious in nature.
  4. END USER LICENSE
    Participant grants end users of the Server Technology Registry the right to access and use Participant's geographic content or map services subject to the Participant's Access and Use Constraints, (i.e., Terms of Use, License Agreement, or metadata information) that is provided in the Server Technology Registry or posted on Participant�s website.
  5. TRADEMARK LICENSE
    Participant grants Esri a personal, nonexclusive, nontransferable limited trademark license to use and display Participant�s logo(s) as part of Participant's geographic content or map services that are made available on the Server Technology Registry.
  6. WEBSITE MAINTENANCE
    With the exception of down time for routine website maintenance, both parties shall reasonably maintain their respective websites and take all reasonable steps to ensure that their Web server(s) is running at all times. In the event that a party's website(s) or server(s) should be inoperable due to unforeseen circumstances over which the party has no control, that party shall promptly have the website operational once the unforeseen event has been rectified.
  7. TERM AND TERMINATION
    The licenses granted by this Agreement shall commence upon the acceptance of this Agreement and shall continue until such time that (i) Participant elects in writing to discontinue its participation in the Server Technology Registry and terminates this Agreement or (ii) Esri terminates this Agreement for Participant's material breach of terms of participation set forth herein.
  8. LIMITED WARRANTIES AND DISCLAIMERS
    Participant warrants that it owns or has the full authority and rights to grant the permissions or licenses herein. Further, Participant warrants that its geographic content or map services do not infringe on any proprietary or intellectual property rights of third persons or contain any information that is unlawful, defamatory, or violative of any person's right to privacy and/or publicity.

    PARTICIPANT EXPRESSLY ACKNOWLEDGES AND AGREES THAT THE INTERNET (INCLUDING, WITHOUT LIMITATION, THE WEB) IS A NETWORK OF PRIVATE AND PUBLIC NETWORKS, AND THAT (1) PARTICIPANT HAS VOLUNTARILY AGREED TO PARTICIPATE IN THE SERVER TECHNOLOGY REGISTRY, (2) THE INTERNET IS NOT A SECURE INFRASTRUCTURE, (3) ESRI HAS NO CONTROL OVER THE INTERNET, AND (4) ESRI IS NOT LIABLE FOR THE DISCONTINUANCE OF OPERATION OF THE SERVER TECHNOLOGY REGISTRY OR OF ANY PORTION OF THE INTERNET OR POSSIBLE REGULATION OF THE INTERNET WHICH MIGHT RESTRICT OR PROHIBIT THE OPERATION OF THE SERVER TECHNOLOGY REGISTRY OR ACCESS TO PARTICIPANT'S GEOGRAPHIC CONTENT OR MAP SERVICES.
  9. INDEMNITY
    Participant agree to defend, indemnify, and hold harmless Esri, its officers, directors, employees, agents, and all persons acting under Esri's permission or authority, from and against any and all liability, claims, expenses, costs, or damages arising out of Participant's failure to meet Participant's obligations as set forth in this Agreement.
  10. GENERAL PROVISIONS

    10.1 Relationship of the Parties—The parties hereto agree that each is an independent contractor with respect to this Agreement and that this Agreement does not constitute an agency, partnership, franchise, or joint venture, and that nothing herein contained is intended to constitute, or shall it be construed to constitute, the parties as agents, partners, franchisor/franchisee, or coventurers of each other. Except as expressly provided in this Agreement, neither party shall have any power or authority to act in the name or on behalf of the other party except with the prior express written consent of the other party.

    10.2 Governing Law—This Agreement shall be governed and construed in accordance with the laws of State of California without reference to conflicts of laws.

Click "Accept" if Participant agrees to the terms and conditions of this Agreement. If you do not agree to the terms and conditions, click "Decline" to clear the form and you will not become a Server Technology Registry Participant.