End Users License Agreement
WEATHER DECISION TECHNOLOGIES, INC.
SOFTWARE AND DATA LICENSE AGREEMENT FOR SKYWISE®
PLEASE READ THIS SOFTWARE AND DATA LICENSE AGREEMENT (“LICENSE”) CAREFULLY BEFORE USING THE WDT SOFTWARE OR DATA. IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENSE, DO NOT USE THE SOFTWARE OR DATA.
- Permitted License Uses and Restrictions. (a) This License is limited to a non-exclusive, non-assignable, non-transferable license to use the Software and/or Data on any computing that you own or control or to distribute as part of an integrated solution to other users.. You may not distribute or make the original Software and/or Data available over a network where it could be used by multiple devices or uses at the same time unless otherwise granted by contract with WDT. You may not rent, lease, lend, sell, redistribute or sublicense the original Software and/or Data. (b) You may not copy (except as expressly permitted by this License), decompile, reverse engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of the original Software and/or Data or any part thereof (except as and only to the extent any foregoing restriction is prohibited by applicable law or to the extent as may be permitted by the licensing terms governing any use of any open sourced components included with the original Software). Any attempt to do so is a violation of the rights of WDT and its licensors of the Software and/or Data. If you breach this restriction, you may be subject to prosecution and damages. (c) The original Software and/or Data are designed to be used as part of a larger Software and/or Data offering to end users.
- Consent to Use of Data. You agree that WDT and its subsidiaries may collect and use technical and related information, including but not limited to information about your device, system and application software, and peripherals, that is gathered periodically to facilitate the provision of software and/or data updates, product support and other services to you (if any) related to the Software and/or Data. WDT may use this information, as long as it is in a form that does not personally identify you, to improve our products or to provide services or technologies to you.
- Termination. This License is effective until terminated. Your rights under this License will terminate automatically without notice from WDT if you fail to comply with any term(s) of this License. Upon the termination of this License, you shall cease all use of the Software and/or Data and destroy all copies, full or partial, of the Software and/or Data. Upon such termination, all provisions of this License except for the License Grant in Section 1 will survive termination and continue in effect./li>
- Disclaimer of Warranties. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE SOFTWARE AND/OR DATA IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SOFTWARE AND/OR DATA IS PROVIDED “AS IS”, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND WDT AND WDT’S LICENSORS (COLLECTIVELY REFERRED TO AS “WDT” FOR THE PURPOSES OF SECTIONS 5 AND 6) HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE SOFTWARE AND/OR DATA, EITHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. WDT DOES NOT WARRANT AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE SOFTWARE AND/OR DATA, THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE AND/OR DATA WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE SOFTWARE OR USE OF THE DATA WILL BE UNINTERRUPTED OR ERROR-FREE, THAT THE SOFTWARE AND/OR DATA WILL BE COMPATIBLE WITH THIRD PARTY SOFTWARE, OR THAT DEFECTS IN THE SOFTWARE AND/OR DATA WILL BE CORRECTED. YOU FURTHER ACKNOWLEDGE THAT THE SOFTWARE AND/OR DATA IS NOT INTENDED OR SUITABLE FOR USE IN SITUATIONS OR ENVIRONMENTS WHERE THE FAILURE OF, OR ERRORS OR INACCURACIES IN THE CONTENT, DATA OR INFORMATION PROVIDED BY, THE SOFTWARE AND/OR DATA COULD LEAD TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE, INCLUDING WITHOUT LIMITATION THE OPERATION OF NUCLEAR FACILITIES, AIRCRAFT NAVIGATION OR COMMUNICATION SYSTEMS, AIR TRAFFIC CONTROL, LIFE SUPPORT OR WEAPONS SYSTEMS. YOU ACKNOWLEDGE THAT THE SOFTWARE AND/OR DATA IS INTENDED SOLELY FOR INFORMATIONAL PURPOSES; THAT IT INCORPORATES INFORMATION PROVIDED BY THIRD PARTIES OVER WHICH WDT HAS NO CONTROL; AND THAT IN NO CASE IS IT INTENDED THAT ANY INFORMATION SUPPLIED BY WDT, WHETHER OR NOT OF ITS OWN CREATION, BE SUBSTITUTED FOR YOUR OWN BEST JUDGEMENT, OR CONFIRMATION OF INFORMATION THROUGH OFFICIAL SOURCES, IN ANY GIVEN SITUATION. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY WDT OR A WDT AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY. SHOULD THE SOFTWARE AND/OR DATA PROVE DEFECTIVE, YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS OR APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY TO YOU.
- Limitation of Liability. TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT SHALL WDT BE LIABLE FOR PERSONAL INJURY, OR ANY INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, CORRUPTION OR LOSS OF DATA, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE SOFTWARE AND/OR DATA, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT OR OTHERWISE) AND EVEN IF WDT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU. In no event shall WDT’s total liability to you for all damages (other than as may be required by applicable law in cases involving personal injury) exceed the amount of ten dollars ($10.00). The foregoing limitations will apply even if the above stated remedy fails of its essential purpose.
- Customer Remedies. If the Software and/or data does not perform substantially in accordance with the accompanying documentation, your exclusive remedy shall be to notify WDT to attempt to remedy the situation.
- Indemnification. You shall indemnify and hold harmless WDT and its respective suppliers of data from and against all claims and liabilities (including claims by third parties) and costs and expenses (including attorneys fees) incident thereto or incident to successfully establishing the right to indemnification, for injury or death of any person or persons, including your employees, if any, arising out of or in any way relating to your breach of the terms of this License and/or your utilization of the Software and or data or any other things provided hereunder, whether or not arising in tort or occasioned by the negligence of WDT, except to the extent of any obligation, liability, claim or remedy in tort due to the recklessness or willful misconduct of WDT. Your obligations under this indemnity will survive the expiration, termination, completion or cancellation of this License.
- Due Authority. By accepting this License, you acknowledge and confirm that you are at least eighteen (18) years of age and competent to enter into a contract, and you agree to be bound by the terms and conditions of this License.
- Export Control. You may not use or otherwise export or re-export the Software and/or data except as authorized by United States law and the laws of the jurisdiction in which the Software and/or Data was obtained. In particular, but without limitation, the Software and/or Data may not be exported or re-exported (a) into any U.S. embargoed counties or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List. By using the Software and/or Data, you represent and warrant that you are not located in any such country or on any such list. You also agree that you will not use the Software and/or Data for any purposes prohibited by United States law, including, without limitation, the development, design, manufacture or production of nuclear, chemical, or biological weapons.
- Government End Users. The Software and/or data and related documentation are “Commercial Items”, as that term is defined at 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and/or Data and Commercial Computer Software and/or Data Documentation are being licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein. Unpublished-rights reserved under the copyright laws of the United States.
- Controlling Law and Severability. This License will be governed by and construed in accordance with the laws of the State of Oklahoma, as applied to agreements entered into and to be performed entirely within Oklahoma between Oklahoma residents, without giving effect to its conflicts of laws provisions. Cleveland County, State of Oklahoma, or the United States District Court for the Western District of Oklahoma shall be the sole and exclusive venue for any litigation, proceeding, or other action which may be brought or arise out of or in connection with this License. This License shall not be governed by the United Nations Convention of Contracts for the International Sale of Goods, the application of which is expressly excluded. If for any reason a court of competent jurisdiction finds any provision, or portion thereof, to be unenforceable, the remainder of this License shall continue in full force and effect.
- Complete Agreement; Governing Language. This License constitutes the entire agreement between the parties with respect to the use of the Software and/or Data licensed hereunder and supersedes all prior or contemporaneous understandings regarding such subject matter. No amendment to or modifications of this License will be binding unless in writing and signed by WDT. Any translation of this License is done for local requirements and in the event of a dispute between the English and any non-English versions, the English version of this License shall govern.
- Product Claims or Questions. Any claims by you or any third party relating to the Software and/or Data or to your possession and/or use of the Software and/or Data, including, but not limited to (i) product liability claims; (ii) any claim that the Software fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation shall be directed to WDT. Questions, complaints, or claims related to the Software and/or Data should be directed to:
Weather Decision Technologies, Inc.
201 David L. Boren Blvd., Suite 270
Norman, OK 73072
- YOU SHOULD PRINT AND RETAIN A COPY OF THIS LICENSE FOR YOUR RECORDS. A COPY OF THIS AGREEMENT IS AVAILABLE AT WDT's WEB SITE, http://wdtinc.com/SkyWise. Revised September 14,2016.