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Home My WebLink AboutVAISALA NLDN LICENSE AGREEMENT 1 of 5 ~ (.j VIISALA NLDN LICENSE AGREEMENT THIS AGREEMENT entered as of this 20 day of January, 2009 by and between Augusta Regional Airport, ("Licensee") and Vaisala Inc., Tucson Operations, 2705 East Medina Rd., Tucson, Arizona 85706 ("Vaisalall). WITNESSETH: WHEREAS, Licensee has an Interest in obtaining data concerning lightning flashes; and WHEREAS, Licensee and Vaisala desire that the terms and conditions of all software and lightning data products licensed to Licensee by Vaisala be governed by a single agreement; and WHEREAS, Vaisala owns and operates the National Lightning Detection Network ("NLDN") pursuant to an agreement with the Electric Power Research Institute ("EPRI"); and NOW, THEREFORE, IN CONSIDERATION of the premises and covenants herein contained, Vaisala and Licensee agree as follows: The NLDN Lightning Data, Software, and customized graphics products are the sole property of Vaisala. The Licensee of this product will not sell, rent, lease, sublicense, lend, transfer, publish, copy, modify, edit or citherwise manipulate or make available the provided lightning data or software nor copies thereof to others. ARTICLE I - DEFINITIONS When used in this License, the follOWing words and phrases shall have the following meanings: 1.1 "Connection points" shall mean any and all software, hardware, or access point(s) through which Licensee obtains lightning data from Vaisala. 1.2 "L.Data" shall mean proprietary and confidential information consisting of the position, time, peak amplitude, polarity, and multiplicity of lightning flashes and/or strokes in regional areas covered by the NLDN, and any historical archive of such flashes and lor stro kes. 1.3 "Licensee" shall mean Augusta Regional Airport, and its subsidiaries, as hereinafter defined. 1.4 "Software" means any graphics display software, together with any updates or revisions supplied by VAISALA. 1.5 "Licensed Product" means the L.Data, Software, graphics displays and any user manuals. 1.6 "Licensee" means the company, entity or individual whose funds are used to pay the license fee. 2 of 5 ~ (t) YAISALA 1.7 "Subsidiaries" shall mean corporate or other entities in which Licensee has a 50% or greater ownership interest. ARTICLE II - LICENSE 2.1 Subject to the conditions hereinafter set forth, Vaisala hereby grants to Licensee, solely for its own benefit for use in its internal operations, a nonexclusive and nontransferable license to use the L.Data: (1) to access L.Data through one or more Connection points; (2) to display and to use L.Data solely for the benefit of Licensee in its internal operations; (3) to prepare and use derivative data (reports, screen shots, etc.) based upon L.Data solely for Licensee's own benefit in its internal operations; 2.2 The License granted hereunder excludes the right: (1) to grant licenses to others; (2) to distribute L.Data in any form to third parties, except as granted in Article 2.1; (3) to distribute or redirect L.Data, except as granted in Article 2.1, to internal users on a network, file server, or virtual disk unless assocIated data fees are paid; (4) to display on a public webslte. Licensee shall at all times hold in confidence the L.Data and shall never disclose, or permit disclosure of, the L.Data to anyone, except to employees of Licensee to whom disclosure is necessary for the purposes licensed hereunder. Licensee further agrees to exercise all reasonable precautions to prevent access to the L.Data by unauthorized persons. Licensee shall never decompile or otherwise generate source code for or attempt to reverse engineer the software provided as part of the L.Data. 2.3 Notwithstanding the foregoing restrictions, Licensee shall have the right to prOVide L.Data to governmental and regulatory agencies as required by law. 2.4 Nothing contained in this License shall be construed as giving to Licensee any other right or license, either express or implied, under any right of Vaisala now or hereafter owned or controlled by Vaisala, except the express rights hereinabove granted. 2.5 The License hereinabove granted gives Licensee a non-exclusive right to use L.Data for the limited purposes described above, and does not constitute nor include a sale, lease, or transfer of L.Data in any form. No transfer of tangible personal property by Vaisala is affected. 2.6 This license grants the Licensee the right to make backup copies of this software for archival purposes only, provided that all Vaisala, MapInfo and third party licensor information including copyright notices are maintained and possession of the copy is retained in a secure location. This software is copyrighted and may not be distributed to 3 of 5 ~ <t) VAISILA parties other than the Licensee without the express written consent of Vaisala Inc. This software may only be used on a single computer unless additional license has been granted (in writing) by Vaisala Inc. The Licensee may not: a) Alter, decompile, disassemble or reverse-engineer the Software b) Make any attempt to unlock or bypass any initialization system or encryption techniques utilized by the Application; or c) Alter, remove or obscure any proprietary legend, copyright or trademark notice contained in or on the Application. ARTICLE III - FEES 3.1 In consideration for Vaisala's providing L.Data under this License, Licensee shall pay to Vaisala, the agreed upon fees. All amounts payable by Licensee to Vaisala hereunder shall be payable within thirty (30) days of Licensee's receipt of Vaisala's invoice. ARTICLE IV - LIMITATION OF WARRANTIES AND REMEDIES 4.1 Neither Vaisala nor EPRI assume any obligation to contest any infringement of their rights in L.Data. Any action taken by Vaisala or EPRI with respect to any such Infringement shall be at Vaisala's or EPRI's sole discretion. 4.2 Licensee shall indemnify and save harmless Vaisala and EPRI from and against any and all liability for injury to persons or property occasioned wholly or in part by Licensee's use of L.Data, or Vaisala's or EPRI's failure to prOVide L.Data to Licensee, including any and all expense, legal or otherwise, incurred by Vaisala or EPRI in the defense of any claims or suit arising from Licensee's use of L.Data. 4.3 Vaisala Inc. warrants that (a) the Software will perform substantially in accordance with the accompanying Product Manual(s) for the agreed upon warranty period; and (b) any Vaisala Inc. supplied hardware accompanying the Software will be free from defects in materials and workmanship under normal use and service for the agreed upon warranty period. 4.4 NEITHER VAISALA NOR EPRI, NOR ANY PERSON OR ORGANIZATION ACTING ON THEIR BEHALF: (1) . MAKES ANY WARRANlY OR REPRESENTATION WHATSOEVER, EXPRESS OR IMPLIED, WITH RESPECT TO THE MERCHANTABILIlY OR FITNESS FOR ANY PARTICULAR PURPOSE OF THE L.DATA OR SOFTWARE; OR (2) ASSUMES ANY LIABILIlY WHATSOEVER WITH RESPECT TO ANY USE OF L.DATA OR ANY PORTION THEREOF OR WITH RESPECT TO ANY DAMAGES WHICH MAY RESULT FROM SUCH USE. IN NO EVENT SHALL VAISALA OR ITS SUPPLIERS BE LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING BUT NOT LIMITED TO LOST PROFITS AND COST OF DOWN-TIME) ARISING OUT OF OR RELATED TO THE L.DATA ORANY USE THEREOF, EVEN THOUGH VAISALA MAY KNOW OR HAVE BEEN ADVISED, OR SHOULD HAVE KNOWN OF, THE POSSIBILIlY OF SUCH DAMAGES. 4 of 5 (t) VAISAlA ARTICLE V - TERM ' 5.1 The term of this License shall commence upon receipt of L.Data. The License shall be in effect as long as the Licensee receives L.Data. 5.2 Thirty (30) days prior to the anniversary date of this License, Vaisala shall notify Licensee concerning the Fee Schedule to be applied to License renewal. Licensee may renew the License by paying the renewal fee on or before the date of expiration of the current License. ARTICLE VI - TERMINATION 6.1(a)Either Vaisala or Licensee may terminate this Agreement for convenience by providing sixty (60) days prior written notice of cancellation to the other party. Such notice shall be transmitted to Licensee by registered mail at the address specified in Article 6.2 below. 6.1(b)Failure by Licensee to comply with any of the obligations and conditions contained in this Agreement shall constitute a breach of the Agreement and shall entitle Vaisala to give to Licensee written notice requiring Licensee to cure or to make good such breach within fifteen days. If such breach is not cured or made good within fifteen days after receipt of such notice, Vaisala shall be entitled and empowered to terminate this Agreement by giving to the party in default notice of termination of this Agreement, which termination shall take effect upon the later of either the date of receipt of such notice of termination or the date of termination if specified therein. Notices shall be transmitted to the other party by registered mail at the address specified in Article 6.2 below. 6.2 All notices which either party hereto is required to give the other party shall be mailed, postage prepaid, by registered or certified mail, or by traceable express services (e.g., Federal Express, Airborne). Notices shall be sent to: Vaisala, Inc. Tucson Operations Attn: Product Manager - Data & Software 2705 E. Medina Road Tucson, Arizona 85706 6.3 The right of either party to terminate this Agreement shall not be affected in any way by its waiver of, or failure to take action with respect to, any previous default. ARTICLE VII - MISCELLANEOUS 7.1 This Agreement and the License herein granted shall be binding upon and inure to the benefit of successors to the entire business interests of the parties hereto, but shall not be otherwise assignable. 5 of 5 '0 .. (t) VAISILA 7.2 This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all previous agreements whether written or oral. 7.3 This Agreement may be modified, amended, or superseded only by mutual written agreement of the parties. 7.4 The provisions for confidentiality and limitations on liability set forth in Articles II and IV above shall survive the termination of this Agreement for a period of five years. 7.5 The parties' performance under this License shall be excused where performance is rendered impossible by war, legal prohibition, change in law or act of God. 7.6 The laws of the State of Arizona, U.S.A, govern this Agreement. IN WITNESS WHEREOF, the parties have caused this instrument to be executed in two counterparts, each of which constitutes an originally executed copy hereof. Vaisala, Inc. Attn: Sarah J Davis 2705 E. Medina Road Tucson, Arizona 85706 USA Augusta Regional Airport Attn: Don Blessing 1501 Aviation Way Augusta, GA 30906 BY:~ Name: Sarah J Davis Date: 20 January 2009 ~ By: / A;::11 ~rrzA-.ubG Na,{,€-:/ a!u+M~' Title: ::;::,J-rf;-rZ-1 ~C> t ru:;;-e-.~ Date: / /;;).-lJ / ~Cj It, Title: Service Contracts Admin 50(S R <fj VAISALII ~ 7.2 This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all previous agreements whether written or oral. 7.3 This Agreement may be modified, amended, or superseded only by mutual written agreement of the parties. 7.4 The provisions for confidentiality and limitations on liability set forth in Articles II and IV above shall survive the termination of this Agreement for a period of five years. 7.5 The parties. performance under this License shall be excused where performance Is rendered impossible by war, legal prohibition, change in law or act of God. 7.6 The laws of the State of Arizona, U.S.A, govern this Agreement. IN WITNESS WHEREOF, the parties have caused this Instrument to be executed In two counterparts, each of which constitutes an originally executed copy hereof. Valsala, Inc. Attn: Sarah J Davis 2705 E. Medina Road Tucson. Arizona 85706 USA Augusta Regional Airport Attn: Don Blessing 1501 Aviation Way Augusta, GA 30906 By: S~ Name: Sarah J Davis By: Name: Title: Service Contracts Admin Title: Date: 20 January 2009 Date: ~o~ .) It.. {+) VAISALA 0901-030SE 13/Jan/2009 QUOTATION No: DATE: 1 (1) Aviation Weather Augusta Regional Airport Attn: Don Blessing 1501 Aviation Way Augusta, GA 30906 Reference: Thunderstorm Warning System Data Services Phone: 706-798-3236 Fax: 706-798-1551 Email: DBlessing@augustaga.gov Contact Details: Steve Callahan Phone: 303-262-4067 Fax: 303-499-1767 E-mail: steven.callahan@vaisala.com Time of Delivery: 45 Days ARO Last Day of Validity: 13/Mar/2009 Terms of Delivery: N/A Terms of Payment: Net 30 Prices: All prices are quoted in U.S. dollars. TWX300 Thunderstorm Warning System Item Qty Part Number Description Unit Price Total Price DATA & Communications (Annual Fee) 1 RFD01 Real-Time Stroke Data - First Seat $1,519.00 $1,519.00 - 30 NM radius coverage area 2 1 COM01 Communications Fee / Yr (Satellite) $600.00 $600.00 Total: $2,119.00 Agreements: NLDN Data License Click-Thru Software Agreement Vaisala Inc. Boulder Operations 194 S. Taylor Ave. Louisville, CO 80027 Phone: 1-800-327-2967 Fax: 303-499-1767 www.vaisala.com/aviationweather