Echodyne Corp SLA

Software License Agreement

NOTICE: BY DOWNLOADING, INSTALLING OR USING ECHODYNE SOFTWARE OR EQUIPMENT, YOU AGREE TO THE TERMS OF THIS SOFTWARE LICENSE AGREEMENT. THIS SOFTWARE LICENSE AGREEMENT APPLIES IN ADDITION TO ANY TERMS SET FORTH IN A WRITTEN AGREEMENT SIGNED BY YOU AND ECHODYNE.

1. Scope. This Software License Agreement (“Agreement”) covers the software and related documentation and updates which (i) you have purchased under an order form, (ii) are provided pursuant to a Support Services (as defined in Section 8.) contract, or (iii) have been preinstalled on Echodyne equipment or have otherwise been made available to you by Echodyne (the ”Software”), and which Echodyne is providing to you to use and operate an Echodyne radar purchased by you or provided to you on an evaluation basis (the ”Radar”).

2. Grant. Subject to your compliance with the terms of this License Agreement and payment of applicable fees, Echodyne grants you a term-based (if a term is identified on the applicable order form), non-exclusive, non-transferable (except in case of an assignment permitted by Echodyne under Section 15), non-sublicensable, revocable license to use the Software in object code form for your own internal use relating to the evaluation and operation of the Radar(s). If no term is identified on the applicable order form, the Software is licensed to you on a perpetual basis. Notwithstanding the first sentence of this Section 2, if you are a systems integrator, you may sublicense the Software to your end-customers as permitted by Echodyne, provided that your end-customers are subject to terms and conditions that are no less protective of Echodyne, in all material respects, than those set forth in this Agreement.

3. Restrictions. Except as expressly permitted in the Agreement, you may not transfer or sublicense the Software to any third party (including an affiliate), in whole or in part, in any form, whether modified or unmodified. You may not translate or modify the Software or incorporate it into other software, except that you may translate or modify any SDK’s example code for your own internal use relating to the (i) configuration and/or integration of the Radar(s) into your environment, and (ii) testing and validation of such configuration and/or integration, or integrate certain modules and/or packages of the SDK into your own software as described in the Software documentation published and generally made available by Echodyne. You may not reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, techniques, processes, algorithms, know-how or other information from the Software or permit or induce the foregoing. You may not use Software that is licensed for a specific Radar or other Echodyne product on another Echodyne or third-party device, unless expressly authorized by Echodyne in writing.

4. Consideration. Software is provided in two ways: (i) Software made available for-fee only (e.g., updates and upgrades provided in connection with Support Services, certain standalone Software if identified on an order form). In that case, the order form will set forth applicable license fees, and your use of the Software will be subject to payment of such fees. (ii) Software provided free of charge (e.g., firmware preinstalled on the Radar(s), certain standalone off-the-radar Software). Any Software not listed on an order form is provided free of charge.

5. Copies. You may make copies in reasonable quantities of the Software as necessary for your permitted use and for backup or archive purposes. You will reproduce and apply the copyright notice and proprietary notice of Echodyne to all copies of the Software. You will not allow copies of the Software to be made by others.

6. Ownership. This is a license, not a transfer of title. Echodyne is and remains the owner of all right, title and interests in the Software, all derivative works, modifications and enhancements thereto and all intellectual property rights in any of the foregoing.

7. Warranty Disclaimer. THE SOFTWARE IS PROVIDED "AS IS", WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. IN NO EVENT SHALL ECHODYNE BE LIABLE FOR ANY CLAIM, DAMAGES OR OTHER LIABILITY, WHETHER IN AN ACTION OF CONTRACT, TORT OR OTHERWISE, ARISING FROM, OUT OF OR IN CONNECTION WITH THE SOFTWARE OR THE USE OF THE SOFTWARE. ECHODYNE DOES NOT WARRANT THAT THE SOFTWARE WILL OPERATE UNINTERRUPTED, THAT THE SOFTWARE WILL BE FREE FROM DEFECTS OR ERRORS, OR THAT THE SOFTWARE WILL MEET (OR ARE DESIGNED TO MEET) YOUR REQUIREMENTS.

8. Support Services. Provided you have purchased a support contract and paid the applicable fees, during the term of your support contract, Echodyne will inform you of the availability of, and will make available to you from time to time, any Software updates, bug fixes, security patches, and upgrades containing new features or functionalities that Echodyne makes generally available to its customers (“Support Services”) who have purchased Support Services for Software.

9. Support Limitation. Echodyne specifically disclaims any and all Support Services with respect to any and all applications that have not undergone feature-set approval and/or Echodyne quality assurance, including, but not limited to, bundles, customizations, and integrations created for or by you.

10. Limitation of Liability. ECHODYNE IS NOT LIABLE FOR ANY DAMAGES, INCLUDING COMPENSATORY, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, CONNECTED WITH OR RESULTING FROM THIS LICENSE AGREEMENT OR YOUR USE OF THE SOFTWARE. ECHODYNE’S AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE LICENSE FEES PAID FOR THE SOFTWARE GIVING RISE TO THE CLAIM.

11. Term. This License Agreement shall continue unless and until terminated pursuant to Section 12.

12. Termination. Echodyne may terminate this License Agreement if you materially breach the License Agreement. The terms of this License Agreement which by their nature extend beyond termination shall extend beyond termination of this License Agreement, including without limitation, the intellectual property, confidentiality, limitation of liability, warranty disclaimer and general provisions of this License Agreement.

13. Confidentiality. The Software is Echodyne’s proprietary, confidential information. You will not provide or otherwise make available in any form the Software, or any portion thereof, to any person other than your permitted end-customers (subject to Section 2), employees or contractors. You will treat the Software with at least the same degree of care with which you treat your own confidential information and in no event with less care than is reasonably required to protect the confidentiality of the Software.

14. Governing Law. This License Agreement is governed by the law of the State of Washington and exclusive jurisdiction shall be in King County, Washington, USA.

15. Assignment. You may not assign, sublicense, or otherwise transfer this License Agreement without the prior written consent of Echodyne.

16. Severability. In the event any provision of this License Agreement is determined to be invalid or unenforceable, the remainder of this License Agreement shall remain in force as if such provision were not a part.

17. Verification. You must cooperate with Echodyne to show compliance with this Software License Agreement. Echodyne (or a third party engaged by Echodyne) may verify that compliance once in any 12-month period with reasonable prior notice and without unreasonably interfering with your business activities.

18. Export Control. The Software may be subject to U.S. Government export laws and regulations. You will not export the Software, including to foreign persons within the U.S., except in compliance with such laws and regulations.