OneSky Systems Inc.

Unmanned Air System (UAS) Traffic Management (UTM) and

User Defined Operational Picture (UDOP) Software License Agreement

NOTICE TO USER: PLEASE READ THIS LICENSE AGREEMENT (“AGREEMENT”) CAREFULLY. THIS IS A LEGALLY BINDING AGREEMENT BETWEEN YOU AND ONESKY SYSTEMS, INC. (“ONESKY”), A DELAWARE CORPORATION, LOCATED AT 220 VALLEY CREEK BOULEVARD, EXTON, PA 19341. BY USING ALL OR ANY PORTION OF THE SOFTWARE, YOU ACCEPT ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO ANY OF THESE TERMS, DO NOT USE THIS SOFTWARE. IF YOU ACQUIRED THE SOFTWARE WITHOUT AN OPPORTUNITY TO REVIEW THIS LICENSE AND YOU DO NOT ACCEPT THIS AGREEMENT, YOU MAY OBTAIN A REFUND OF THE AMOUNT YOU ORIGINALLY PAID FOR THE SOFTWARE PROVIDED YOU: (A) DO NOT USE THE SOFTWARE, (B) YOU DO NOT MAKE OR KEEP ANY COPIES OF THE SOFTWARE, AND (C) YOU RETURN IT WITHIN THIRTY (30) DAYS OF THE ORIGINAL PURCHASE DATE ALONG WITH EVIDENCE OF THE DATE OF PURCHASE AND ORIGINAL PURCHASE PRICE. ONESKY PROVIDES THE SOFTWARE AND DOCUMENTATION, AND LICENSES ITS USE TO YOU. YOU ACCEPT ALL RESPONSIBILITY AND LIABILITY RESULTING FROM THE SELECTION OF THE SOFTWARE TO ACHIEVE YOUR INTENDED RESULTS, AND FOR INSTALLATION, USE AND RESULTS OBTAINED FROM THE SOFTWARE, AND FOR YOUR RELIANCE ON THE SOFTWARE, OPERATIONAL CAPABILITIES AND RESULTS OBTAINED.

 

1. DEFINITIONS

 

"Documentation" means the licensed specifications, user manuals, installation instructions and other supporting materials, including additional, updated or revised materials, if any, that are provided by ONESKY in connection with the Software.

 

“Operations License” means a license whereby the Software and its capabilities (planning, analytics, operations, visualization, results, reports, etc.) are used operationally in the conduct of the customer's air traffic management and operations business. 

 

“Prototype/Risk Reduction License” means a license whereby the Software and its derivative products (visualization, results, reports, etc.) are used solely in an assessment of the technology for potential use as provided for under an Operations License. In this state, the Software may operate on simulated data or reference data.

 

"Software" means the capabilities, base capabilities or sub capabilities, either individually or collectively in the aggregate, which comprise ONESKY’s Multi-Domain Operations Software  and all of the contents of the files, disks(s) or other electronic media with which this Agreement is provided, including but not limited to (i) ONESKY or third party computer information or software; and (ii) digital images, stock photographs, video, clip art, sound(s) or other work.

 

"Third Party Content" means software (whether embedded or not) and other materials owned and licensed by third parties that is supplied by ONESKY with the Software.

 

“User Defined Operational Picture (UDOP)” means a tool to assist with assessment of the operating environment for conditions that might affect a proposed or actual vehicle or location.  UDOP does NOT include providing operational instructions to vehicles or individuals nor does it include any on-board processing capabilities for vehicles.

 

"Use or Using" means to access/open, install, download, copy, or otherwise benefit from the Software or the Documentation.

 

2. LICENSE GRANT

 

     2.1 ONESKY licenses the Software to You under either an Operations License or a Prototype/Risk Reduction License, as set forth in a valid purchase order or contract. The Software may be accessed through a cloud hosted portal or  integrated as part of an enterprise infrastructure, provided the use of the Software is limited to the organization, program, or country/region for which the Software is licensed. Subject to payment of the applicable fees and so long as you comply with the terms and conditions of this Agreement, ONESKY grants to you a non-exclusive, non-transferable license to use the Software as provided for under this Agreement.

 

     2.2 ONESKY may provide Software Upgrades to You under this Agreement.  Software Upgrades consist of new product releases, which are issued periodically and may include new functionality, enhancements, and bug fixes.  Software Upgrades are provided only for standard hardware platforms and operating systems supported by ONESKY as described in the Documentation.  Software Upgrades will apply only to unmodified Software and commercially released updated versions of the Software.  You are responsible for making or arranging for updates to interfaces for nonstandard devices or custom applications.

  

     2.3 You may NOT sell, distribute, transfer, lease, sublicense, or rent a component of the Software to any third party.

 

     2.4 You must reproduce and include the copyright and other proprietary notices of ONESKY on any copy of all or any portion of the Software and Documentation, and all such copies shall be subject to all the terms and conditions of this Agreement.

     2.5 YOU MAY NOT USE, COPY, MODIFY OR TRANSFER THE SOFTWARE OR DOCUMENTATION OR ANY 

COPY, MODIFICATION OR MERGED PORTION THEREOF, IN WHOLE OR IN PART, EXCEPT AS EXPRESSLY PROVIDED IN THE AGREEMENT. FURTHERMORE, YOU MAY NOT REVERSE ENGINEER, DISASSEMBLE, DECOMPILE, UNBUNDLE OR OTHERWISE ATTEMPT TO RECONSTRUCT OR DISCOVER ANY SOURCE CODE, DATA, DIGITAL CERTIFICATES, PASSWORDS, UNDERLYING IDEAS, ALGORITHMS, FILE FORMATS OR PROGRAMMING INTERFACES OF THE SOFTWARE, OR ALLOW OTHERS TO ATTEMPT ANY OF THE FOREGOING.

 

3 ACCEPTANCE

 

  The definition of ACCEPTANCE shall be in accordance with the NOTICE TO USER section found herein above.

 

4. LIMITATION AND WARRANTIES

 

THE SOFTWARE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. YOU ASSUME THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SOFTWARE. ONESKY DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE.

 

5. LIMITATION OF REMEDIES

 

     5.1 IN NO EVENT WILL ONESKY OR ITS SUPPLIERS, DISTRIBUTORS, OR DEALERS BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT OR OTHER DAMAGES, INCLUDING ANY LOST PROFITS, LOST SAVINGS OR OTHER INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE, OR A LOSS OF DATA OR PROFITS, WHETHER IN AN ACTION OF CONTRACT, NEGLIENCE OR OTHER TORTIOUS ACTION, EVEN IF ONESKY OR ANY AUTHORIZED ONESKY BUSINESS PARTNER HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, NOR SHALL ONESKY BE LIABLE FOR ANY SIMILAR CLAIM AGAINST YOU BY ANY OTHER PARTY.

 

     5.2 ONESKY’S OBLIGATIONS UNDER THIS AGREEMENT, UNDER ANY THEORY OF LIABILITY OR CONTRIBUTION, SHALL NOT EXCEED THE AMOUNT OF THE APPLICABLE LICENSE FEE PAID BY YOU FOR THE SOFTWARE.

 

6. UNITED STATES EXPORT CONTROL

 

The Software provided under this Agreement is subject to U.S. Export Control Regulations and Laws, including but not limited to the Export Administration Regulations (EAR) and as may be applicable, the International Traffic in Arms Regulations (ITAR), and may be subject to the import or export regulations of other countries. You agree that you will strictly comply with all export laws and regulations of the United States applicable to the Software.

 

7. TERMINATION

 

The license granted under this Agreement is effective until terminated. You may terminate this license at any time by destroying all copies of the Software in your possession, and providing written notice of such termination and destruction to ONESKY. The license granted under this Agreement will terminate if you violate any of the terms and conditions of the Agreement, including without limitation, to pay the license fees and any other sums due ONESKY pursuant to this Agreement. You agree, upon such termination, to promptly destroy all copies of the Software in your possession and to certify in writing to ONESKY that such action has been taken.

 

8. LAW TO GOVERN

 

This Agreement shall be governed by the laws of the State of Delaware, United States of America. You hereby agree that the jurisdiction and venue for any claim, dispute, controversy or other action arising out of or in connection with the Software, this Agreement and/or ONESKY, shall be in New Castle County in the State of Delaware. 

 

9. ASSIGNMENT

 

None of your rights, duties or obligations under this Agreement may be sold, sublicensed, assigned, rented, licensed, loaned or otherwise transferred without the prior written consent of ONESKY, and any attempt to so sell, sublicense, assign, rent, lease, loan or transfer without ONESKY’s prior written consent is void.


 

10. NOTICES

Any notices regarding this Agreement shall be sent to: OneSky Systems Inc.

Attn: Contracts Department

220 Valley Creek Blvd. Exton, PA 19341

 

11. AUDIT

 

You shall maintain accurate and complete records as necessary to verify your compliance with this Agreement. Upon ONESKY’s request, You will promptly provide such records to ONESKY or its designated auditor and certify that You have complied with the terms and conditions set forth herein.

 

12. INTELLECTUAL PROPERTY AND OWNERSHIP

 

ONESKY, and ONESKY’s licensors, respectively, retain ownership of all rights, title and interest in and to all intellectual property rights associated with the Software and Documentation. This Agreement shall not be construed in any manner as transferring any rights of ownership or license to Software, and/or to the features or information therein except as may be explicitly stated in writing. All rights not expressly granted by ONESKY are reserved. The Software and Documentation are protected by copyright and other intellectual property rights, laws and treaties.

 

13. U.S. GOVERNMENT END USER RIGHTS

 

     13.1 The Software and Documentation are "Commercial Items," as defined in FAR 2.101, consisting of Commercial Computer Software and Commercial Computer Software Documentation. Government software and technical data rights in the Software and its Documentation include only those rights customarily provided to the public as defined in this Agreement.

 

     13.2 The use, duplication of or disclosure of ONESKY Software and its Documentation by the U.S. Government is subject to the restrictions set forth in FAR 12.211 (Technical Data) and FAR 12.212 (Computer Software) and, for Department of Defense purchases, DFAR 252.227-7015 (Technical Data – Commercial Items) and 227.7202-3 (Rights in Commercial Computer Software or Commercial Computer Software Documentation), as applicable. Accordingly, all U.S. Government End Users acquire the Software and its Documentation with only those rights set forth herein. The developer and manufacturer is OneSky Systems Inc, located at 220 Valley Creek Boulevard, Exton, PA 19341.

 

14. THIRD PARTY CONTENT

 

The Software utilizes Third Party Content which is subject to the terms and conditions of such respective third parties. Third party terms, conditions and copyright attributions are included with the Software in the “About” section under the Help Menu, and may be viewed at www.onesky.xtz/sla.


 

15. INDEMNIFICATION

Unless you are a US Government entity, You agree to indemnify, defend and hold harmless, ONESKY, its officers, directors, employees, suppliers, consultants and agents from any and all claims, liability, damage and/or cost (including, but not limited to reasonable attorney’s fees) arising out of the operation and use of the Software and capabilities developed there from. This obligation shall survive the termination of this Agreement.

 

16. ACKNOWLEDGEMENTS

 

     16.1 YOU HAVE READ THIS ENTIRE AGREEMENT AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS;

 

     16.2 THIS AGREEMENT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE UNDERSTANDING AND CONTRACT BETWEEN US AND SUPERSEDES ANY AND ALL PRIOR ORAL OR WRITTEN COMMUNICATIONS RELATING TO THE SUBJECT MATTER HEREOF;

 

     16.3 THIS AGREEMENT MAY NOT BE MODIFIED, AMENDED OR IN ANY WAY ALTERED EXCEPT BY A WRITTEN AGREEMENT SIGNED BY BOTH YOU AND ONESKY;

 

     16.4 ANY PROVISION FOUND BY A COURT OF LAW TO BE ILLEGAL, INVALID, OR UNENFORCEABLE SHALL AUTOMATICALLY BE DEEMED CONFORMED TO THE MINIMUM REQUIREMENTS OF LAW AND IT, WITH ALL OTHER PROVISIONS, SHALL BE GIVEN FULL FORCE AND EFFECT. WAIVER OF A PROVISION IN ONE INSTANCE SHALL NOT PRECLUDE ITS ENFORCEMENT ON FUTURE OCCASIONS. SUCH FINDINGS OF ILLEGALITY, INVALIDITY, AND/OR UNENFORCEABILITY OF ONE OR MORE OF THE PROVISIONS HEREIN SHALL NOT AFFECT THE REMAINING PROVISIONS; AND

 

     16.5 YOU HEREBY AGREE THAT ONESKY WOULD BE IRREPARABLY DAMAGED IF THE TERMS AND CONDITIONS OF THIS AGREEMENT WERE NOT SPECIFICALLY ENFORCED, AND THEREFORE YOU AGREE THAT ONESKY SHALL BE ENTITLED TO APPROPRIATE EQUITABLE REMEDIES WITH RESPECT TO BREACHES OF THIS AGREEMENT, IN ADDITION TO SUCH OTHER REMEDIES AS ONESKY MAY OTHERWISE HAVE AVAILABLE TO IT UNDER APPLICABLE LAWS. IN THE EVENT THAT ONESKY IS REQUIRED TO BRING AN ACTION, SUIT, OR 0THER PROCEEDING FOR FEES, OTHER MONIES DUE UNDER THIS AGREEMENT, OR THE ENFORCEMENT OF ANY PROVISION OF OR UNDER THIS AGREEMENT; YOU AGREE TO REIMBURSE ONESKY FOR ANY AND ALL COSTS AND EXPENSES, INCLUDING ATTORNEY AND PROFESSIONAL OR EXPERT FEES, INCURRED BY ONESKY.