Partner shall flow down the following terms and conditions through terms of use that must be expressly accepted by a Solution Delivery End User through a click-through mechanism, website acknowledgment, or signed license agreement. Partner's agreement shall also include any additional terms of use and use restrictions in the Master Agreement that may be applicable to Authorized Sublicense Material in Hosted Solution as authorized in this Attachment A and described in the Sales Authorization application and approved by Esri:
1. Disclaim, to the extent permitted by applicable law, Esri, its licensors and Distributor's liability for any damages or loss of any kind, whether direct, special, indirect, incidental, or consequential, arising from the use of the Hosted Solutions including, but not limited to, liability for use of Hosted Solutions in high-risk activities or liability related to any Data supplied by Esri for Distributor.
2. Require Solution Delivery End User at the time of termination of the Esri Partner Network Agreement or this Attachment A or use of Hosted Solutions to (i) cease access and use of the terminated Authorized Sublicense Material in Hosted Solutions, and (ii) clear any client-side data cache derived from the terminated Authorized Sublicense Material in Hosted Solutions.
3. Require all Solution Delivery End Users to comply fully with all relevant export laws and regulations of the United States, including, but not limited to, the Export Administration Regulations (EAR), including prohibited end users and end uses as referenced in Part 44 and Supplement No. 4 to Part 44 of the EAR (https://www.bis.doc.gov/index.php/documents/regulations-docs/2343-part-744-control-policy-end-user-and-end-use-based-2/file and https://www.bis.doc.gov/index.php/documents/regulations-docs/2347-744-supp-4-6/file); International Traffic in Arms Regulations (ITAR); and the United States Department of Treasury, Office of Foreign Assets Control (OFAC) regulations, and to ensure that Esri products, or any direct product thereof, are not exported, reexported, transferred, diverted, used, or accessed, directly or indirectly, in violation of any United States export laws and regulations. When applicable, Partner and any Solution Delivery End Users will provide Esri with information about Partner and Solution Delivery End Users' export and distribution activities as may be required for Esri to meet its obligations under the United States export control laws and regulations.
4. Prohibit the removal or obscuring of any patent, copyright, trademark, proprietary rights notices, or legends contained in or affixed to any Authorized Sublicense Material, output, metadata file, or online or hard-copy attribution page of any Data with respect to Authorized Sublicense Material.
5. Disclaim all terms in the Esri Click-Through Master Agreement (E204CW) included with Authorized Sublicense Material. Esri and its licensors do not warrant that Data and Authorized Sublicense Material will meet the Solution Delivery End User's needs or expectations; that the use of Data, Authorized Sublicense Materials, and Hosted Solutions will be uninterrupted; or that all nonconformities can or will be corrected. Esri and its licensors are not inviting reliance on Data in Authorized Sublicense Materials, and Solution Delivery End User should always verify actual Data in Authorized Sublicense Materials. Any warranty offered by Partner for the Partner Hosted Solutions shall only apply between Partner and its Solution Delivery End Users. Esri does not offer any warranties or indemnities to Solution Delivery End User for the Authorized Sublicense Material.
6. Prohibit Solution Delivery End Users from using Authorized Sublicense Material for any revenue-generating activities. Authorized Sublicense Material in Hosted Solution is for the internal use of Solution Delivery End Users only.
7. Prohibit Solution Delivery End Users from using Authorized Sublicense Material independently from Hosted Solution or in any other product or service.
8. Prohibit Solution Delivery End User from storing, caching, using, uploading, distributing, or sublicensing content or otherwise using Authorized Sublicense Material in violation of Esri's or a third-party's rights, including intellectual property rights, privacy rights, nondiscrimination laws, export laws, or any other applicable law or regulation.
9. Prohibit sharing of Named User login credentials. These are for designated Solution Delivery End Users only and may not be shared with other individuals. A license may be reassigned to another Solution Delivery End User if the former user no longer requires access to the Hosted Solution.
Partner shall be responsible to periodically check the footnotes in the Product-Specific Terms of Use (E300) in the Partner Community to ensure that Partner is flowing down the most current text related to Authorized Sublicense Materials in Partner's Sublicense agreement.
If Hosted Solution requires that Partner enable Solution Delivery End Users to access and use a single Partner subscription of ArcGIS Online or ArcGIS Enterprise, then the Multi- Tenant Deployment terms in Appendix A-1 shall apply to this Attachment A.
Partner will receive the software license files, authorization files, Named User licenses or other activation types ("Product Activation Mechanisms") that activate the Authorized Sublicensed Materials included in this Attachment A.
Partner is only authorized to distribute the provided Product Activation Mechanisms for the Esri Authorized Sublicense Materials to its Sublicensees and appointed Resellers (if any) or consultants or contractors to Sublicensee for the purpose of Deploying the Esri Authorized Sublicensed Materials combined within the Partner Hosted Solution as described in this Attachment A. Partner is responsible for ensuring that its Sublicensees and appointed Resellers understand that the provided Product Authorization Mechanisms are only to be used with the Esri Authorized Sublicensed Materials combined within the Partner Hosted Solutions as described in this Attachment A, and shall not be further redistributed.
Authorized Sublicense Materials for which OEM license files are issued, are encrypted and uniquely password protected. The password is static for a given license and shall be hard coded into the Partner's compiled license code. The password protected file ensures that a Partner's license cannot be used by another developers' application.
The Esri provided Product Activation Mechanisms and all documentation on how to use the licenses are considered Esri Trade Secrets and are protected under the terms and conditions of Article 2 "Confidentiality" in the Esri Partner Network Agreement, General Term and Conditions document.
If Partner shares Product Activation Mechanisms with Sublicensee's consultant or contractor, Partner must ensure that the flow down terms and conditions for Hosted Solutions identified in this Attachment A are also applicable to those consultants or contractors.