This JAWS Prototype Data Use Agreement (“Agreement”) is entered into by and between the University Corporation for Atmospheric Research (UCAR) having a mailing address of 1850 Table Mesa Drive, Boulder, CO 80305 and the JAWS Prototype Data User (USER).

 

UCAR provides and the USER hereby accepts the JAWS Prototype Data subject to the following terms and conditions:

 

   1. Data Definition.  The Juneau Airport Wind System Prototype Data (“JAWS Prototype Data”) is the data created and provided from the prototype JAWS system hardware and software which gathers real-time meteorological data from sensors located in the Juneau area, processes that data into estimations of current levels of turbulence, and distributes meteorological data and turbulence alerts via both directly connected display consoles and displays remotely connected by the Internet, on an as available basis.
   2. No support.  UCAR does not provide maintenance, support, continuing operation, or consulting services for the JAWS Prototype Data unless otherwise agreed to by the parties in a separate writing.
   3. Term and Termination.  This Agreement shall remain in effect for as long as the USER uses the JAWS Prototype Data. UCAR may terminate this Agreement if the USER breaches any term of the Agreement.
   4. Limitation of Liability and Disclaimer. UCAR WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH OR ARISING FROM THE PROVISION OF, PERFORMANCE OF OR USE OF THE JAWS PROTOTYPE DATA BY THE USER OR ANY THIRD PARTY.  THE JAWS PROTOTYPE DATA, INCLUDING ANY SOFTWARE, IS PROVIDED "AS IS" AND THERE ARE NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. The parties expressly disclaim that the Uniform Computer Information Transactions Act (UCITA) applies to or governs this Agreement.  UCAR makes no warranties as to the adequacy of the Jaws Prototype Data or associated documentation, nor to its suitability for any applications.  No written or oral information or advice given by UCAR, its agents or employees shall create any warranty.
   5. Indemnification. The USER shall indemnify, defend and hold harmless UCAR and any of its associates or affiliates (including directors and officers) from and against any and all claims, losses, costs, damages and expenses (including reasonable attorneys’ fees) arising from or related to any claims or allegations of any nature whatsoever made against UCAR and any of its associates or affiliates (including directors and officers) as a result of the USER’s use, integration, operation, commercialization, and performance of the JAWS Prototype Data.

 

   6. Miscellaneous.

      a.  No Third Party Beneficiary. This Agreement is expressly between the parties hereto, and no benefit, right or remedy to any third party is explicitly or implicitly intended by the parties to this Agreement. 

      b.  Modifications.  This Agreement can be modified only by a writing signed by UCAR and the USER. 

      c.  Assignment.  Any transfer, assignment or other conveyance, or attempt thereof, of the rights, duties and/or privileges under this Agreement by USER shall immediately terminate this Agreement.

      d.  Survival of Terms.  The obligations and rights set forth in paragraphs 4 and 5 shall survive the expiration and/or termination of this Agreement.

      e.  Governing Law.  This Agreement shall be governed by the laws of the State of Colorado and of the United States, and shall be adjudicated by competent courts in the state of Colorado or in the United States, notwithstanding any conflicts of laws provisions.  The interpretation of this Agreement specifically excludes international acts and treaties governing the sale and/or transfer of goods, such as the United Nations Convention on Contracts for the International Sale of Goods.

      f.  Order of Precedence.  Any conflict between the terms of this Agreement regarding the JAWS Prototype Data and any other terms or agreement shall be resolved in favor of the terms of this Agreement.