This Agreement is entered into by and between Vaisala Oyj (“Licensor”) having its registered address at Vanha Nurmijärventie 21, 01670 Vantaa, Finland, and the entity requesting to license and/or purchase IRIS/Radar, IRIS/Analysis, IRIS/Display, IRIS Focus, RCP8, RVP900, or RVP10 (“Licensee”). Licensing, purchasing or using any of the above products is acknowledgement of the Licensee to be bound by the terms of this Agreement. 
Licensor and Licensee may be referred to individually as party, or collectively as parties.

1. Licensee acknowledges that the following software, in object code form, is licensed, not sold, to Licensee. It is also understood that this Agreement may be provided to Licensee through a Licensor-authorized distributor; however, Licensee acknowledges that Licensor is the sole contracting party with respect to this Agreement and as a result, Licensee is not permitted to rely on or agree to any modifications, alterations, changes or expansions of any of the terms of this Agreement.
   1.1 The following software is licensed under this Agreement:
    (a) Software Description:  IRIS/RDA (“Software”)
    (b) Term: This Agreement shall remain in effect until terminated as provided herein.

2. Subject to payment in full of the associated license fee and/or of the sales price of the product/service as detailed in the relevant Licensor quotation which includes the Software, Licensor grants to Licensee a fully paid-up, worldwide, non-sublicenseable, non-transferable, non-exclusive right to access, download, and use the Software on a single computer system at the site (as detailed in Licensor’s quotation), solely in connection with the use of Licensor-supplied products/services and only for Licensee’s internal business purposes (“License”). Licensee may make archival copies of the Software for back-up purposes only. 

3. Licensee is not authorized to alter, modify, enhance, improve, change or create derivative works of the Software, nor shall Licensee be authorized to reverse engineer, decompile, disassemble or in any way derive source code from the provided object code. In the event the Software has associated Licensor-supplied documentation, the documentation shall also be subject to the License. Other than the rights specifically conferred above, no rights are granted to Licensee.

4. Licensee shall be entitled to generate data and information derived from the operation of the Software as a result of utilizing Licensor-supplied products/services, and shall retain all rights in such data and information.

5. Licensor represents and warrants that it has the lawful right to grant the rights specified herein. EXCEPT FOR THE WARRANTIES EXPRESSLY PROVIDED HEREIN, THE SOFTWARE AND ANY MODIFICATIONS, AS SUBSEQUENTLY DEFINED, ARE PROVIDED “AS IS”; AND LICENSOR DISCLAIMS ANY AND ALL OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED (WRITTEN OR ORAL), WITH RESPECT TO THE SOFTWARE, INCLUDING THAT THE SOFTWARE WILL OPERATE UNINTERRUPTED OR ERROR FREE, OR THAT THE SOFTWARE IS FREE OF ANY OMISSION, INACCURACY, DEFECT, COMPUTER VIRUS OR OTHER OPERATIONAL OR PERFORMANCE PROBLEM, OR THAT ANY DEFECT WILL BE CORRECTED, OR ANY OTHER ASSOCIATED MATTER OR ITEM INCLUDING, BUT NOT LIMITED TO, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS OR SUITABILITY FOR A PARTICULAR PURPOSE OR APPLICATION, EVEN IF LICENSOR HAS BEEN INFORMED OF ANY BUSINESS OR TECHNICAL NEED OR REQUIREMENT FOR THE SOFTWARE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY LICENSOR, OR AN AUTHORIZED LICENSOR REPRESENTATIVE, SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE OBLIGATIONS OR RESPONSIBILITIES OF THE LICENSOR. ADDITIONALLY, LICENSEE RECEIVES NO WARRANTY, EXPRESS OR IMPLIED, FROM ANY THIRD PARTY, INCLUDING THE OWNER OF ANY THIRD PARTY SOFTWARE, AS TO THE SOFTWARE OR THIS AGREEMENT. 

6. Licensee will be responsible for adequately safeguarding (backing-up) its data and information and/or any software used in conjunction with the Software. Neither Licensor, nor any third party (including the owner of any third party software), assumes any liability for any corruption, erasure, mishandling or the like of Licensee’s data, information and/or software.

7. Licensor shall not provide Licensee with any support, maintenance, consulting or training for the Software, unless otherwise agreed to by the parties in a separate agreement.

8. Licensor shall not be obligated, at any time, to provide to Licensee any new versions or releases of the Software, or any bug fixes, error corrections, modifications, improvements, enhancements, derivative works or updates to the Software (collectively “Modifications”). References to Software in this Agreement shall include Modifications. In the event that Licensor, at its sole discretion, so provides, the terms and conditions of this Agreement shall apply to the Modifications and such Modifications shall be subject to the License. Additionally, Licensor has the right, at any time and without notice, to change or discontinue the availability of the Software.

9. Licensee shall not be authorized to network, timeshare, lease, loan, distribute, disseminate, disclose or make available, by any means, the Software to third parties. Licensee shall not copy, disclose, disseminate, distribute, reverse engineer, decompile, disassemble, create derivative works or derive, in any manner, source code from the object code. Licensee agrees, during the term of this Agreement, not to misuse or engage in any unauthorized or inappropriate use of the Software, and to prevent such misuse, unauthorized use or inappropriate use by any third party, as well as to prevent any third party from networking, copying, disclosing, disseminating, distributing, reverse engineering, decompiling, disassembling, creating derivative works or deriving other products/services from the Software. 

10. Licensor represents and Licensee acknowledges that the Software, including source and object code and the associated documentation, is confidential and/or proprietary to Licensor or to a third party that has authorized Licensor to distribute the Software. All confidential and proprietary notices, including but not limited to, copyright notices displayed on the Software shall be retained intact on the Software. Such notices shall be displayed on any documents, media, printouts, visualization or on any other electronic or tangible expressions associated with, related to or derived from the Software. Licensee acknowledges that Licensor and/or the third-party owner has the full right, title and/or interest in and to all associated, related and/or resultant intellectual property rights (either statutory or common law), which includes, but is not limited to, patents, trade secrets or copyrights, including any and all derivative works thereof, to the Software and Modifications. Licensee also acknowledges that the licensing of the Software does not grant to Licensee, either implicitly or explicitly, a license to any patent, copyright or other intellectual property interest (whether statutory or common law) in or to the Software or Modifications other than what is specified herein. Notwithstanding the foregoing, if any portion of the Software is identified as “Open Source”, such Open Source code shall be subject to the typical open source license requirements for Open Source code access, use and dissemination.

11. To the extent any third party software or other technology is accessed or used in connection with the Software, Licensee shall be obligated to obtain a license or rights to such third party software or technology before Software access or delivery, and shall assume the entire responsibility and liability therefor, including any associated costs and expenses. Licensor shall not be obligated to obtain, on behalf of Licensee, any rights or licenses to such third-party software or technology. 

12. This Agreement may be terminated, without cause, by Licensee at any time upon fourteen (14) days written notice. In such event, Licensee shall cease to exercise all rights granted under the License and destroy the Software, and any copies of the Software, including any associated documentation, and certify destruction thereof to Licensor. This Agreement may be further terminated by the Licensor in the event of a material breach by Licensee; provided that Licensee shall be permitted fourteen (14) business days from the date of receipt of written notice of the Licensor to cure such breach to the Licensor’s reasonable satisfaction. If the breach is not cured, this Agreement may, at Licensor’s option, be terminated. In the event of termination for cause, Licensee shall promptly delete the Software, and any copies thereof, including associated documentation, and certify destruction thereof to Licensor. In no termination event shall any of the license fees, related sales price or any part thereof be returned to Licensee. 

13. In the event Licensee breaches any of the terms and conditions of this Agreement, Licensor shall be entitled to seek all available legal and equitable relief (including but not limited to injunctive relief) and damages, including court or administration fees, and reasonable attorney’s fees. Licensee shall hold Licensor and any third-party owner harmless from all claims with respect to any liability, loss or damage resulting from breach of contract, tort (including strict liability), negligence, and any other cause or action, including but not limited to patent, trade secret, copyright or other proprietary right infringement, which is caused by Licensee. 

14. NOTWITHSTANDING ANY PROVISION IN THIS AGREEMENT OR OTHERWISE TO THE CONTRARY, THE MAXIMUM AGGREGATE LIABILITY OF THE LICENSOR FOR ANY AND ALL DAMAGES, LOSSES, LIABILITIES, COSTS AND EXPENSES ARISING FROM OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE, SHALL NOT EXCEED THE AGGREGATE COMPENSATION PAID OR PAYABLE TO LICENSOR UNDER THIS AGREEMENT. LICENSOR SHALL NOT BE LIABLE FOR DAMAGES WHICH ARE INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, SPECIAL OR EXEMPLARY, INCLUDING, WITHOUT LIMITATION, ANY LOSS OF PROFITS OR REVENUE INCURRED BY LICENSEE WHETHER IN AN ACTION BASED ON CONTRACT OR TORT, EVEN IF THE LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER FORESEEABLE OR UNFORESEEABLE. DAMAGES RESULTING FROM ANY LOSS OF DATA SHALL BE DEEMED INDIRECT DAMAGES, AND SHALL BE SUBJECT TO THIS SECTION 14.

15. This Agreement, Software and Modifications, and any items marked with a confidential legend, and the rights and interests described in Section 10 (collectively “Information”) are considered confidential and shall be treated as such during and following the term of this Agreement; however, it is understood that this Agreement shall impose no obligations of confidentiality on the Licensee where the Information: (a) was in the Licensee’s possession before receipt from Licensor; (b) is or becomes a matter of public knowledge through no fault of the Licensee; (c) is rightfully received by the Licensee from a third party without a duty of confidentiality; (d) is disclosed under operation of law, provided that Licensor is given reasonable opportunity to file a protest against such disclosure; or (e) is disclosed by the Licensee with Licensor’s prior written approval. Licensee shall use a reasonable standard of care to protect the confidential nature and the proprietary rights and interests in the Information.

16. Licensee shall not transfer, assign or hypothecate, in whole or in part, this Agreement or any rights or obligations hereunder; except to a party that acquires substantially all of the assets of the Licensee, or to a party where Licensee is the subject of a merger or acquisition, or where Licensee is reorganized; provided that, the acquiring party agrees, in writing, to be bound by all the terms and conditions of this Agreement. In the event of any permitted assignment or transfer of this Agreement or the obligations under this Agreement, the parties agree that such obligations shall be binding upon the assignee’s or transferee’s executors, administrators and legal representatives, and the rights of assignor or transferor shall inure to the benefit of assignee or transferee.

17. If any provision of this Agreement is held invalid or unenforceable for any reason, the parties agree that such invalidity shall not affect the validity of the remaining provisions of this Agreement. This Agreement hereto contains the entirety of the understanding of the parties herein with respect to the Software and the subject matter herein. To the extent that the provisions of this Agreement conflict with any other document, the terms of this Agreement shall prevail. Sections that should reasonably survive expiry or termination of this Agreement, including but not limited to Sections 4, 5, 10, 12, 13, 14, 15, 17, 19, 20, 21, 22 and 23, shall be so deemed to survive. Additionally, Licensee acknowledges that the Software or part thereof may be supplied by a third party through Licensor under this Agreement, and that such third party is a beneficiary with respect to any rights recited hereunder in relation to inappropriate use, misuse, unauthorized use, breach of this Agreement or infringement of the Software by Licensee; and that as a result, such third party has the right to assert against Licensee any claim or action, whether in tort, negligence, contract or infringement, with respect to the Software.

18. The parties acknowledge that facsimile signatures or signatures in PDF form are fully binding and constitute a legal method of executing this Agreement. This Agreement may not be modified or changed in any manner, except in written form as signed by Licensor and Licensee. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be a duplicate original, but all of which taken together shall be deemed to constitute a single instrument.

19.  The parties shall first try to resolve any dispute relating to or arising from this Agreement through good faith negotiations. If the parties are unable to resolve the dispute through negotiations, the dispute shall submitted to, and settled by, binding arbitration by a single arbitrator in accordance with the Arbitration Rules of the Finland Chamber of Commerce. The place of arbitration shall be Helsinki, and the language of the arbitration shall be English. Any court having jurisdiction over the matter may enter judgment on the award of the arbitrator. 
   19.1 Notwithstanding the foregoing, nothing herein shall preclude either party from seeking injunctive relief in any court of competent jurisdiction without first complying with the arbitration provisions of this Section 19. 

20. The subject technology of this Agreement, including all data and articles provided hereunder, may be controlled for export purposes under the Export Administration Act of 1979 (50 USC 2401-2410), the Export Administration Regulations promulgated thereunder (15 CFR 768-799), the International Traffic in Arms Regulations (22 CFR 120-128 and 130), and the Foreign Corrupt Practices Act and their successor and supplemental laws and regulations (collectively the “Export Regulations”). Licensee represents that neither Licensee nor any of its directors, officers, members, managers or employees,  or any person or entity known to Licensee to be directly involved in this transaction as freight forwarder, consignee, end-user, consultant, agent or otherwise is designated on any of the U.S. government restricted parties lists, including without limitation the U.S. Commerce Department Bureau of Industry and Security Denied Persons List, Entity List or Unverified List, the U.S. Treasury Department Office of Foreign Asset Controls Specially Designated National and Blocked Persons List or the U.S. State Department Directorate of Defense Trade Controls Debarred Parties List or restricted parties lists of any country having jurisdiction over Licensee or the transaction involving Software or related technology. 
   20.1 Licensee acknowledges that: 
   (a) Export Regulations impose restrictions on the import, export, and transfer of certain categories data, articles and services to third countries and non-U.S. residents (including foreign persons working legally in the United States); and 
   (b) licenses from the US Department of State and/or the US Department of Commerce may be required before such data, articles and/or related services can be exported; and 
   (c) such licenses may impose further restrictions on the use and further disclosure of such data and articles. Licensee agrees to comply with all U.S. Governmental regulations as they relate to the import, export, re-export and use of the subject technology hereof. Further, Licensee agrees to comply with all other applicable regulations as they are applied to Licensee and/or relate to the import, export, re-export and use of the subject technology hereof.

   20.2 Licensee shall have full responsibility for obtaining any export and import licenses and other authorizations required to export, import and use the Software. Licensor shall not be obliged to commence performance of this Agreement until all necessary export and import licenses and authorizations have been obtained.

   20.3 Licensee shall hold harmless, defend and indemnify Licensor and its respective directors, officers, members, managers, employees, consultants, contractors, and agents from and against any and all claims, demands, suits, actions, or proceedings (and resulting costs, expenses, penalties, fines and liabilities), arising out of claims, suit, allegations or charges of Licensee’s failure to comply with the provisions of this Section 20 and breach of the representation set forth in the first paragraph above; provided, however, that in the event Licensee requests the export classification of the Software from Licensor and Licensor fails to provide the correct export classification, then the preceding indemnification provision shall not apply. Any failure of Licensee to comply with the requirements or any breach of the representations contained in this Section 20 shall be a material breach of this Agreement.

21. The Software is not fault-tolerant and is not designed or intended for use in hazardous environments requiring fail-safe performance (such as, without limitation, the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, life support machines, or weapons systems) in which the failure of the Software could directly lead to death, personal injury, or severe physical or environmental damage. Accordingly, the License excludes use in any such environments and such use is unauthorized and prohibited. Further, if Licensee does not use such Software in the environments recited herein but uses the Software data and information output for the purposes of making decisions in connection with such environments, Licensee acknowledges that such data and information shall not be the sole basis for any decision making and shall not be relied upon by Licensee for any purposes or applications and is only for informational purposes; and Licensor makes no warranty or representations as to the accuracy, usefulness or quality of the generated data or information. Licensee hereby agrees: (i) not to use the Software in such environments or rely, in any manner, on any Software generated data or information in such environment; and (ii) to indemnify Licensor and any third party from all losses, claims, damages, liabilities, attorneys’ fees and other costs and expenses arising from or relating to Licensee’s use of Software in such environments or any reliance, in any manner, on any Software generated data or information in such environment.

22. This Agreement shall be construed, governed and interpreted in accordance with the laws of Finland, excluding its conflict of laws rules thereof. It is expressly agreed that the application of United Nations Convention on Contracts for the International Sale of Goods (CISG) shall be excluded.

23. Licensor asserts that the Software has been developed entirely at private expense by Licensor, and Licensee so acknowledges receipt of such assertion. Software is licensed as “commercial computer software” as defined in the Defense Federal Acquisition Regulation Supplement (“DFARS”) 252.227-7014 (Jun 1995), or as a “commercial item” as defined in Federal Acquisition Regulation (“FAR”) 2.101(a), or as “restricted computer software” as defined in FAR 52.227-19 (Jun 1987) (or any equivalent agency regulation or contract clause), whichever is applicable. Software qualifies as “commercial item” as that term is defined in FAR (48 C.F.R.) 2.101, consisting of “commercial computer software” and “commercial computer software documentation” as such terms are used in FAR 12.212 and 12.111. Consistent with FAR 12.212 and 12.111 and DoD FAR Supp. 227.7202-1 through 227.7202-4, Licensee will be granted only the rights set forth in this Agreement, and where the terms and conditions of this Agreement conflict in any manner with the relevant FAR or DFARS regulations, the terms and conditions specified herein shall take precedence.












