IMPORTANT—READ CAREFULLY

UNLESS SUPERSEDED BY A SIGNED LICENSE AGREEMENT BETWEEN YOU AND ESRI, ESRI IS WILLING TO
LICENSE THE BETA SOFTWARE AND RELATED MATERIALS TO YOU ONLY IF YOU ("Licensee") ACCEPT ALL
OF THE TERMS AND CONDITIONS CONTAINED IN THIS BETA SITE AGREEMENT ("Agreement"). PLEASE
READ THE LICENSE TERMS AND CONDITIONS CAREFULLY. THE BETA SOFTWARE AND RELATED
MATERIALS WILL NOT DOWNLOAD UNTIL YOU HAVE INDICATED YOUR ASSENT TO THESE BETA SITE
TERMS AND CONDITIONS BY CLICKING "I ACCEPT THE BETA SITE AGREEMENT" BELOW. IN THE CASE OF
AN ORGANIZATION, YOU REPRESENT AND WARRANT THAT YOU HAVE SIGNATURE AUTHORITY TO
LEGALLY BIND YOUR ORGANIZATION BY CLICKING THE "I ACCEPT" BUTTON. IF YOU DO NOT HAVE
SIGNATURE AUTHORITY TO LEGALLY BIND YOUR ORGANIZATION, PLEASE HAVE AN AUTHORIZED
REPRESENTATIVE OF YOUR ORGANIZATION READ AND CLICK "I ACCEPT" FOR THIS AGREEMENT. IF YOU
DO NOT AGREE TO THESE BETA SITE TERMS AND CONDITIONS, YOU SHOULD CLICK "I DO NOT ACCEPT
THE BETA SITE AGREEMENT." IF YOU DO NOT AGREE TO THE BETA SITE TERMS AND CONDITIONS AS
STATED, THEN ESRI IS UNWILLING TO LICENSE THE BETA SOFTWARE AND RELATED MATERIALS TO
YOU, IN WHICH EVENT YOU WILL NOT GAIN ACCESS TO THE BETA SOFTWARE AND RELATED
MATERIALS.

BETA SITE AGREEMENT

(G-375-A/LT 6/24/09)

This Beta Site Agreement (Agreement) describes the objectives, terms, conditions, and responsibilities for conducting beta
testing of ESRI Beta Software and Related Materials between you ("Licensee") and Environmental Systems Research
Institute, Inc. (ESRI).

1. DEFINITIONS

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

ƒ "Beta Software" means the actual copy of all or any portion of the beta version of ESRI computer programs
delivered on any media, including, but not limited to, electronic delivery, inclusive of backups, updates, or merged
copies permitted hereunder or subsequently supplied by ESRI, whether labeled alpha, beta, prerelease, preview, or
otherwise.
ƒ "Related Materials" means all of the printed materials, Beta Testing Program materials, user documentation, training
documentation, sample data, mobility location services or information, and confidential software activation code
supplied by ESRI under this Agreement.
ƒ "Beta Testing Program" means the ESRI program to validate the performance, quality, and reliability of all aspects
of ESRI software programs, including the documentation, by testing early releases of the ESRI software programs in
a wide variety of application environments prior to final release that includes, but is not limited to, testing and
reporting by authorized licensees.

2. RESERVATION OF OWNERSHIP AND GRANT OF LICENSE

ESRI and its third party licensors retain exclusive rights, title, and ownership of any beta copy of the Beta Software and
Related Materials licensed under this Agreement. ESRI hereby grants to Licensee a personal, nonexclusive, nontransferable,
royalty-free license to use the Beta Software and Related Materials at the authorized test sites solely for the purpose of testing
the Beta Software and Related Materials as delivered, in accordance with the Beta Testing Program and the terms and
conditions herein. ESRI grants to Licensee the right to participate in the Beta Testing Program upon approval by ESRI for
any specific Beta Software testing in accordance with the terms of this Agreement. This grant of license is effective from the
date of acceptance of this Beta Site Agreement. With respect to any specific Beta Software to be tested under this Agreement,
ESRI grants the right to use the specific Beta Software and Related Materials from the date of receipt of any version of the
Beta Software and Related Materials until the date of the commercial release of the Software and Related Materials from
ESRI Customer Service or the date of termination of the Beta Testing Program for the specific Beta Software, whichever is
sooner.
ESRI is authorized to redistribute and license third party software and data components delivered with the Beta Software and
Related Materials. Such third party licensor(s) shall be deemed a third party beneficiary and shall have the right to enforce
this Agreement to the extent permitted by applicable law.
During the term of the Agreement, ESRI reserves the right to supplement and/or addend additional license provisions for new
software releases as they become available.

3. PROPRIETARY RIGHTS AND RESTRICTIONS ON USE

The Beta Software and Related Materials delivered are proprietary to ESRI and contain trade secrets, inclusive of
unpublished specifications. In consideration of the rights granted herein, Licensee agrees to retain all Beta Software, Related
Materials, and information delivered or provided to it in confidence, including, but not limited to, the broadcast of
information about the Beta Software via blogs, Web sites, and other publicly accessible media. All rights, title, and
ownership in patents, trademarks, copyrights, trade secrets, know-how, or any other proprietary rights in the Beta Software
and Related Materials remains exclusively with ESRI.

Licensee shall not sell, transfer, lease, lend, assign, time-share, sublicense, publish, disclose, display, or otherwise make
available the Beta Software and Related Materials in any form, including, but not limited to, flowcharts, logic diagrams,
executable code, object code, source code, or technical documentation, to any other person or entity without the written
permission of an authorized ESRI representative. Licensee shall secure and protect the Beta Software and Related Materials
in the same manner and to the same degree it protects its own proprietary information, using no less than a reasonable
standard of care. Licensee shall allow access to the Beta Software and Related Materials only for those persons within its
organization who have a need to know for purposes of the Beta Testing Program and agrees to instruct the employees of their
obligations hereunder. Licensee shall not decompile or reverse engineer the Beta Software. Licensee shall not make any
modifications or derivative works to the Beta Software and Related Materials. Unless the Beta Software is intended for
Intranet or Internet use as described in the Related Materials or Beta Testing Program, Licensee shall not install the Beta
Software on any computer network or communication network (including any Intranet or Internet server) without the express
written consent of ESRI. Licensee will maintain all results of testing in confidence and agrees not to disclose to any third
party details pertaining to the Beta Testing Program, Beta Software, Related Materials, test results, Beta Software errors
encountered, or access to password-protected online Beta Testing Program resources and discussion forums.

Should Licensee fail to comply with the terms and conditions of this Beta Site Agreement, then the Agreement shall
terminate pursuant to Section 7, and the applicable license fees for the Software and Related Materials will be due, and
Licensee's use of the Software and Related Materials shall be subject to the then-current ESRI License Agreement
(E204/E300) available at www.esri.com/legal.

4. COPYRIGHT

The Beta Software and Related Materials are owned by ESRI and are protected by United States copyright laws and
applicable international treaties and/or conventions.

5. BETA TESTING

At the sole discretion of ESRI, ESRI reserves the right to determine which Beta Software and Related Materials, subsequent
interim beta release(s), and/or patch(es) will be made available to Licensee to test during the term of the Agreement. Licensee
shall use the Beta Software and Related Materials only for evaluation and testing of the Beta Software's applicability,
usability, performance, and design, and to enable Licensee to complete its evaluation and reporting activities as may be
required by the Beta Testing Program.

Licensee agrees to comply with the requirements of the Beta Testing Program and will complete and forward documentation
of its testing program at the request of ESRI, if applicable. Licensee agrees that ESRI may freely use, disclose, reproduce,
license, distribute and otherwise incorporate into commercial releases of ESRI Software any documentation or feedback,
whether oral or written, provided to ESRI by Licensee with respect to the Beta Software.

Licensee shall advise ESRI immediately of any changes to the information contained in its Beta Site Application, if
applicable. Licensee shall be given access to a password-protected Internet site for user support services. Standard user
support service is not available until the Beta Software and Related Materials are commercially released.

The beta testing for any specific Beta Software may be terminated as stated in Section 7. In such event, Licensee shall
comply with the termination provision in Section 7 and provide to ESRI a summary of test results and Beta Software errors
encountered.
6. WARRANTY AND LIMITATION OF LIABILITY

THIS BETA SOFTWARE AND RELATED MATERIALS ARE PROVIDED TO LICENSEE "AS IS" AND
WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO,
WARRANTIES OF PERFORMANCE, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE.
LICENSEE BEARS ALL RISK AS TO THE QUALITY AND PERFORMANCE OF THE BETA SOFTWARE AND
RELATED MATERIALS.

No guarantee is made that the commercial release of this Beta Software and Related Materials will contain the same or
similar functionality. ESRI reserves the right to make any change it deems necessary or desirable to the Beta Software and
Related Materials, including, but not limited to, changes that make prior data storage methods unreadable or macro language
routines inoperable.

ESRI SHALL NOT BE LIABLE FOR DIRECT, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL
DAMAGES RELATED TO OR ARISING FROM LICENSEE'S USE OF THE BETA SOFTWARE AND RELATED
MATERIALS, EVEN IF ESRI IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

7. TERM AND TERMINATION

The term of the Agreement is for the duration of the Beta Testing Program, as indicated on the ESRI beta Web site. Either
party may terminate this Agreement by written notice to the other. The provisions of Sections 3, 4, 6, and 8 shall survive any
termination of this Agreement.

The beta testing for any specific Beta Software may be discontinued at any time for any reason upon the receipt of written
notice by either party. Upon notice by ESRI that the beta testing for the identified Beta Software and Related Materials is
complete or terminated, Licensee shall delete all versions of the Beta Software and Related Materials provided under this
Agreement from its computer system(s) or network(s), and destroy any remaining Beta Software and Related Materials.
Licensee shall then certify in writing to ESRI that the above steps have been taken. The Beta Software may also time out
preventing further use of the Beta Software, at which point the beta testing shall be deemed terminated and Licensee shall
comply with this provision.

The Beta Site Agreement shall not apply to commercial release(s) of the ESRI Software and Related Materials. Licensee may
license commercial release(s) of the ESRI Software and Related Materials under the applicable ESRI software license
agreement.

8. GENERAL PROVISIONS

8.1 Assignment and Successors in Interest. Licensee may not delegate or assign this Agreement or any of the rights,
interests, or obligations of Licensee to any third party without the prior written consent of ESRI. Any unauthorized delegation
or assignment shall be null and void.

8.2 Choice of Law. This Agreement is governed by the laws of the United States of America and the State of California
without reference to conflict of laws principles.

8.3 Waivers. No failure or delay by ESRI or its licensor(s) 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 its licensor(s).

8.4 Export. Licensee expressly acknowledges and agrees that Licensee shall not export, reexport, transfer, or release the Beta
Software and Related Materials, in whole or in part, to (i) any U.S. embargoed country (or to a national or resident of any
U.S. embargoed country); (ii) any person on the U.S. Treasury Department's list of Specially Designated Nationals; (iii) any
person or entity on the U.S. Commerce Department's Denied Persons List or Entity List; or (iv) any person or entity where
such export, reexport, or provision violates any U.S. export control law or regulation.

8.5 Force Majeure. If the performance of this Agreement is delayed or prevented by reason of fire, flood, earthquake,
explosion, or other casualty or accident, strikes or labor disputes, inability to procure or obtain delivery of parts, supplies or
power, acts of war, terrorism, or other violence, any law, order, proclamation, regulation, ordinance, demand or requirement
of any governmental agency, or any act or condition whatsoever beyond the reasonable control of the affected party, the party
so affected, upon giving prompt notice to the other party, shall be excused from such performance to the extent of such delay
or prevention.

8.6 Special Program Terms. If Licensee is an authorized participant in any mobility framework location beta program(s)
offered by ESRI, Licensee shall have in place with any third party provider of location services or information all applicable
written agreements protecting the privacy of individual mobile device status and usage of the services or information.
Licensee shall comply fully with the terms of such agreement(s) and shall only use the location services or information
delivered hereunder in furtherance of the objectives of this Agreement and in accordance with the terms of this Agreement.

9. ENTIRE AGREEMENT AND AMENDMENTS

This Agreement, including the Beta Testing Program, and the Beta Site Application, which are incorporated by reference,
constitutes 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.