BlueSky Development Team c/o Sonoma Technology, Inc. 1455 N. McDowell Blvd., Suite D Petaluma, California 95405 Telephone: 707-665-9900 Facsimile: 707-665-9800 E-mail: BlueSky@sonomatech.com SOFTWARE LICENSE AGREEMENT THIS LICENSE AGREEMENT ("Agreement") is by and between the recipient of the BlueSky Framework computer software program ("Software") and the BlueSky Development Team, which is comprised of the USDA Forest Service - Pacific Northwest Wildland Fire Sciences Laboratory (PNWFSL) and Sonoma Technology, Inc. (STI). This Agreement is made effective as of the date ("Effective Date") that the Software is delivered to the Licensee either electronically (i.e., accessed through the Internet) or directly from the BlueSky Development Team. 1. LICENSE A. License Grant. The BlueSky Development Team grants Licensee a perpetual, nonexclusive license to use the BlueSky Framework computer software program, version 3.0. B. Scope. Licensee may use the Software in any manner, with the following limitations: (i) Licensee may not redistribute the Software without permission of the copyright holders; (ii) derivative works based in whole or in part on the Software computer code must be provided to the BlueSky Development Team at no cost. (iii) you are prohibited from misrepresenting the origin of this software. C. Ownership. This Agreement does not provide Licensee with any title or ownership interest in the Software, but only with a right of limited use in accordance with this Agreement. Licensee acknowledges that PNWFSL and STI own all rights, title and interest in the Software, its accompanying Documentation, and the intellectual property inherent therein, including all patent, copyright, trademark, trade secret, know-how, or other rights under U.S. or foreign law or international treaty regime. D. No Installation, Training, Support or Updates. This Agreement does not include any professional or consulting services in connection with STI's provision of the Software. All training, assistance,and installation or product support may be provided, at PNWFSL or STI's discretion, on a time-and-materials basis at then current rates under the terms and conditions of a separate arrangement. E. Material Terms. All terms and conditions of this Agreement are material terms of the license granted by this Agreement. 2. LICENSEE RIGHTS AND DUTIES A. Proprietary Notices. Licensee agrees to reproduce and include PNWFSL and STI's copyright, trademark, and other proprietary rights notices on any copy of the Software and Documentation, including partial copies. If the Licensee quotes any portion of the Documentation, Licensee shall accompany said quotation with a proper attribution to PNWFSL and STI as the authors and copyright owners thereof. B. Acknowledgements. Licensee agrees to acknowledge the BlueSky Development Team in any application using the BlueSky Framework or any publication citing results from the BlueSky Framework. C. Documentation of Applications. Licensee agreees to publish information about how the BlueSky Framework was applied along with any results, findings, or conclusions based on the BlueSky Framework. The information must include configurations, source data, models used, versions, and other relevant information. D. Installation. Licensee shall be responsible for proper installation of the Software, all site preparation, and the continuing performance and configuration of the operating environment. E. Software Modification. Licensee may modify the Software for its own purposes. Furthermore, Licensee may develop new computer code derived in whole or in part on the Software and may distribute the derivative work with the stipulation set forth in Section 1.B.i above. Licensee agrees to reproduce and include PNWFSL's and STI's copyright, trademark, and other proprietary rights notices on any modified Software or Documentation and any derivative work. All of the terms and conditions in this Agreement applicable to the Software and/or the Manual shall also to apply to any modified or derivative version thereof. Modified versions of this software must be clearly marked to differentiate them from the original version. F. Compliance with Law. Licensee shall use the Software and Documentation disclosed hereunder solely in accordance with applicable law, including without limitation (I) all applicable data protection and privacy laws and (ii) U.S. export control, anti-boycott, revenue, and other laws and regulations. 3. WARRANTY A. Noninfringement Warranty Exclusion. Notwithstanding anything to the contrary in this Agreement, PNWFSL and STI do not warrant the Software against defects or claims of infringement caused by: (1) modifications made to the Software or any portion of it by anyone other than PNWFSL and STI; (2) the combination, operation or use of the Software with any software or equipment that PNWFSL or STI has not directly provided to Licensee; (3) Licensee's failure to use any new or corrected versions of the Software made available by PNWFSL or STI; or (4) any derivative work that may contain all or part of the Software. B. Exclusion. PNWFSL and STI do not warrant that the Software will be error-free or that its operation will be uninterrupted. Licensee acknowledges that it is solely responsible for the results obtained from using the Software and that PNWFSL and STI do not warrant that the Software will meet Licensee's specific needs or requirements. C. Disclaimer. THE FOREGOING WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND ANY IMPLIED WARRANTIES ARISING FROM STATUTE, COURSE OF DEALING, COURSE OF PERFORMANCE OR TRADE USAGE. 4. LIMITATION OF LIABILITY IN NO EVENT WILL PNWFSL OR STI BE LIABLE TO ANY PERSON OR ENTITY FOR ANY OF THE FOLLOWING: (1) DAMAGES CAUSED BY LICENSEE'S AND/OR LICENSEE'S AFFILIATES' FAILURE TO PERFORM THEIR RESPONSIBILITIES; OR (2) ANY LOST PROFITS, LOSS OF BUSINESS, LOSS OF USE, LOST SAVINGS OR OTHER CONSEQUENTIAL, SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY OR PUNITIVE DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE ACCESS, USE OR PERFORMANCE OF THIS SOFTWARE EVEN IF PNWFSL OR STI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 5. OTHER NOTICES The BlueSky Framework software was designed to interconnect various data and software, some of which are subject specific licenses and copyrights. The file "NOTICES.TXT" contains copies of licenses, copyright notices, and other acknowledgements for software and data that are frequently used in, and distributed with, the BlueSky Framework. THE LICENSEE SHALL BE RESPONSIBLE FOR ADHERING TO ALL TERMS AND CONDITIONS STATED IN THOSE NOTICES WHEN USING ANY OF THOSE DATA OR SOFTWARE. 6. GENERAL A. Entire Agreement. This Agreement (including any Exhibits referred to herein and attached hereto) contains the entire agreement of the parties and supersedes all prior agreements and representations, whether written or oral, with respect to the subject matter of this Agreement. Modification or amendment of this Agreement, or any part of this Agreement, may be made only by a written instrument executed by both Parties. B. Assignment. Neither this Agreement nor Licensee's obligations thereunder, shall be assigned or delegated by Licensee, by law or otherwise, without the prior express written consent by PNWFSL and STI. Any purported assignment or delegation in violation of this Section 6.B shall be null and void. PNWFSL and STI may, at their sole discretion, assign this Agreement, in whole or in part, to any third party. C. Governing Law and Dispute Resolution. This Agreement shall be governed by and construed in accordance with the laws of the State of California notwithstanding any California choice of law rules that would apply the substantive law of any other jurisdiction or venue. Any disputes arising out of or relating to this Agreement shall be settled in the courts of the State of California, whose judgment may be enforced by any court having jurisdiction over the parties or their assets. The Licensee hereby irrevocably consents and waives all objections to the jurisdiction of such court on any grounds, including lack of personal jurisdiction, improper venue, and forum non conveniens. D. Severability. If any provision of this Agreement is held invalid by a court with jurisdiction over the parties to this Agreement, then such provision shall be deemed to be restated to reflect as nearly as possible the original intentions of the parties in accordance with applicable law, and the remainder of this Agreement shall continue in effect as if the Agreement had been entered into without the invalid portion. E. Notice. All notices, requests and demands, other than routine communications under this Agreement, shall be in writing and shall be deemed to have been duly given when delivered, or when transmitted, to the designated representative of the other party: (i) by hand; (ii) by confirmed facsimile (with a copy provided by another means specified in this Subsection); (iii) one (1) business day after being given to an overnight courier with a reliable system for tracking delivery, or (iv) three (3) business days after the day of mailing, when mailed by United States mail, registered or certified mail, return receipt requested, postage prepaid. F. Headings. The section headings in this Agreement are intended to be for reference purposes only and shall in no way be construed to modify or restrict any of the terms or provisions of this Agreement. By accepting delivery of the Software, either electronically or in any other fashion, Licensee acknowledges that it has read this Agreement, understands it and intends to be legally bound by this Agreement.