License Agreement for EasyFlux Web Hosted Data Service This information applies to Campbell Scientific, Inc., in Logan, UT

Notice of Agreement

This License Agreement for EasyFlux^® Web Hosted Data Service (the “Agreement”) is a legal agreement between End User (as defined below) and Campbell Scientific, Inc. ("CSI") for the license and use of the EasyFlux Web Hosted Data Service. The EasyFlux Web Hosted Data Service (“Data Service” as defined below) is licensed, not sold, to End Users of CSI pursuant to the terms and conditions of this Agreement. By using the Data Service, End User agrees to the terms and conditions contained herein, and acknowledges that this Agreement is a legal agreement between End User and CSI only, and no other third parties. If End User does not agree to the terms of this Agreement, End User may not use the Data Service. End User agrees and acknowledges that any use of the Data Service acknowledges that End User has read this Agreement, understands this Agreement, and agrees to be bound by the terms and conditions of this Agreement.

Definitions

CSI

“CSI” means Campbell Scientific, Inc. a Utah company with headquarters in Logan, Utah.

Data Service

“Data Service” means EasyFlux Web Hosted Data Service, which is a cloud-based software tool hosted by CSI for monitoring Campbell Scientific eddy-covariance systems.

End User

“End User” means the entity that will use the Data Service.

License for Use

1. Use Rights: It is hereby understood and agreed that CSI is the owner of all rights, title, and interests in and to the Data Service, regardless of the media or form, including all copyrights, trademarks, patents, and trade secrets, and all Modifications (as defined below) thereto. End User acknowledges and agrees that through use of the Data Service, End User does not acquire any ownership rights in or to the Data Service. CSI grants to End User a license to use the Data Service only as expressly permitted in and subject to the terms and conditions of this Agreement, as CSI may change from time to time. This license is limited, non-exclusive, non-perpetual, revocable, and, unless specifically allowed in writing by CSI, non-transferable, and End User understands, acknowledges, and agrees that CSI may revoke, modify, terminate, or otherwise alter this License and/or the Data Service, as determined by CSI in CSI’s sole and absolute discretion. CSI reserves all rights not expressly granted in this Agreement. The terms of this Agreement shall apply to any upgrades, modifications, enhancements, customizations, supplements, updates, revisions, replacements, or derivative works to the Data Service (collectively, “Modifications”). End User may not (i) reproduce, display, download, modify, create derivative works of, or distribute the Data Service, in whole or in part, or make any Modifications to the Data Service; (ii) attempt to reverse engineer, decompile, disassemble, or access the source code for the Data Service, or any component thereof; (iii) permit any other party to access the Data Service; or (iv) access the Data Service via any means other than over the Internet using authorized login credentials as implemented within the Data Service.
   
   
2. Technical Limitations: End User must comply with documented technical limitations of the Data Service that only allow use in certain ways. End User may not work around them. Minimum system requirements or other factors may affect End User's ability to use the Data Service, and CSI makes no warranties regarding End User’s ability to use the Data Service or compatibility with End User’s device(s).
   
   
3. Data Transfer Notices: CSI provides Internet-based services with the Data Service, and requires transmitting data over the Internet.
   
   
4. Consent for Data Transfer: The Data Service requires transmitting data over the Internet. By using the Data Service, End User consents to the transmission of data and End User information. CSI does not use the information to identify or contact End User.
   
   
5. Computer Information: The Data Service uses Internet protocols, which send to the appropriate systems computer information, such as End User's Internet protocol address to make the Internet-based services available to End User (the “Computer Information”).
   
   
6. Use of Information: CSI may use the Computer Information, error reports, malware reports and URL filtering reports to improve its software and services. CSI may also share it with others, such as hardware and software vendors. They may use the information to improve how its products run with CSI software and the Data Service.
   
   
7. Misuse of Internet-based Services: The End User may not use the Data Service in any way that could harm them or impair anyone else’s use of them. The End User may not use the services to try to gain unauthorized access to any service, data, account or network by any means.
   
   
8. No High-Risk Use: The Data Service is not guaranteed to be error free or to operate uninterrupted. The End User does not have the right to use the Data Service in any application or situation where the Data Service's failure could lead to death or serious bodily injury of any person, or to severe physical or environmental damage (“High-Risk Use”). Examples of High-Risk Use include, but are not limited to: aircraft or other modes of human mass transportation, nuclear or chemical facilities, life support systems, implantable medical equipment, motor vehicles, or weaponry systems. High-Risk Use does not include utilization of the Data Service for administrative purposes, to store configuration data, engineering and/or configuration tools, or other non-control applications, the failure of which would not result in death, personal injury, or severe physical or environmental damage. These non-controlling applications may communicate with the applications that perform the control, but must not be directly or indirectly responsible for the control function. End User agrees to indemnify, defend, and hold CSI harmless from any third-party claim arising out of the use of the Data Service in connection with any High-Risk Use.
   
   
9. Scope of Use: End User may not:
   • Use the Data Service in a way that is prohibited by any law, regulation or governmental order or decree in any relevant jurisdiction, or that violates others’ legal rights;
   • Use the Data Service in a way that could harm it or impair anyone else’s use of it;
   • Falsify any protocol or email header information (e.g., “spoofing”);
   • Use the Data Service to send “spam” (i.e., unsolicited bulk or commercial messages), to distribute malware, or otherwise make available any offering designed to violate these terms (e.g., denial of service attacks, etc.); or
   • Remove, modify, or tamper with any regulatory or legal notice or link that is incorporated into the Data Service.

Additional Terms

1. License Terms Updates: CSI may update the terms and conditions of this Agreement from time to time, as determined in CSI’s sole discretion. Changes to these Agreement license terms that CSI either notifies End User of, introduces with updates or supplements, or is required by law to make, or that do not materially affect the use of the Data Service, will, in each such situation, apply immediately.
   
   
2. Data Service Suspension and Termination of Agreement: CSI may suspend Data Service in whole or in part, and terminate this Agreement, in any of the following circumstances:
   • If CSI believes that End User’s use of the Data Service represents a direct or indirect threat to CSI's network function or integrity or anyone else’s use of the Data Service;
   • If reasonably necessary to prevent unauthorized access to End User data;
   • To the extent necessary to comply with legal requirements;
   • If End User does not abide by the terms of this Agreement; or
   • If CSI determines, in its sole and absolute discretion, to terminate or suspend the Data Service, or to revoke End User’s license granted under the Agreement, for any reason or for no reason at all.
   
   
   
3. Suspension Promise: Any suspension of the Data Service pursuant to this section shall apply to the minimum necessary portion of the Data Service and will only be in effect for as long as reasonably necessary to address the issues giving rise to the suspension.
   
   
4. Notice of Suspension: CSI will provide notice before suspending the Data Service, except where CSI reasonably believes an immediate suspension is required.
   
   
5. Right to Terminate: If End User does not fully address the reasons for the suspension within 30 days after suspension of the Data Service, CSI may terminate End User access.
   
   
6. Use of Other Web Sites and Services: End User may need to use certain CSI web sites or services to access and use the Data Service. If so, the terms of use associated with those web sites or services, as applicable, apply to End User’s use of them.
   
   
7. Third Party Content and Services: CSI is not responsible for any third-party content End User accesses directly or indirectly via the Data Service. End User is responsible for its dealings with any third party (including advertisers) related to the Data Service (including the delivery of and payment for goods and services).
   
   
8. End User Equipment: It is End User’s responsibility to ensure that any equipment programmed to access the Data Service account is in working order and that any communication mechanism or device is in full working order and contactable by the Data Service.
   
   

Maintenance and Support

CSI or its affiliated companies may, from time to time, at CSI’s sole discretion, provide End User with support services related to the Data Service (“Support Services”). CSI reserves the right to alter, suspend, and terminate the Support Services at any time and for any reason. Use of the Support Services is governed by this Agreement and other CSI policies and guidelines as may be determined by CSI. No other third party, has any obligation to furnish maintenance and support services with respect to the Licensed Application.

Requests for Data Service maintenance, support, or other inquiries should be addressed to CSI or a Campbell Scientific company covering the End User's region, as noted in CAMPBELL SCIENTIFIC COMPANIES below.

Disclaimer of Warranties

END USER EXPRESSLY ACKNOWLEDGES THAT THE USE OF THE DATA SERVICE IS AT END USER’S SOLE RISK AND THAT THE ENTIRE RISK AS TO QUALITY, PERFORMANCE, ACCURACY, AND EFFORT IS WITH THE END USER. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE DATA SERVICE IS PROVIDED “AS IS,” WITH ALL FAULTS AND WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND, AND CSI DISCLAIMS ALL WARRANTIES, ANY IMPLIED REPRESENTATIONS, WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, TITLE OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS. THESE DISCLAIMERS WILL APPLY UNLESS APPLICABLE LAW DOES NOT PERMIT THEM. CSI DOES NOT WARRANT THAT THE OPERATION OF THE DATA SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE DATA SERVICE WILL BE CORRECTED, AND IS NOT RESPONSIBLE OR LIABLE FOR THE SAME. WITHOUT LIMITING THE GENERAL NATURE OF THE ABOVE DISCLAIMERS OF WARRANTIES, CSI MAKES NO REPRESENTATION OR WARRANTY WHATSOEVER THAT THE DATA SERVICE WILL BE AVAILABLE FOR USE, WILL MEET END USER’S REQUIREMENT FOR USE, OR THAT THE DATA SERVICE OR DOCUMENTATION OR GUIDELINES ASSOCIATED THEREWITH ARE ERROR FREE, OR THAT THE OPERATION OF THE DATA SERVICE WILL BE UNINTERRUPTED. END USER SHALL BE SOLELY LIABLE FOR TELECOMMUNICATION ACCESS COSTS AND OTHER SIMILAR COSTS, AND SHALL INDEMNIFY CSI FROM AND BE SOLELY LIABLE FOR CLAIMS BY ANY THIRD PARTY.

Limitation of Liabilities

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WHATEVER THE LEGAL BASIS FOR THE CLAIM OR DAMAGES, IN NO EVENT SHALL CSI, OR ANY OF ITS AFFILIATES OR SUPPLIERS, BE LIABLE FOR PERSONAL INJURY, OR FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL OR INCIDENTAL DAMAGES, DAMAGES FOR LOST PROFITS OR REVENUES, BUSINESS INTERRUPTION, OR LOSS OF BUSINESS INFORMATION ARISING IN CONNECTION WITH THIS AGREEMENT OR THE USE OF OR INABILITY TO USE THE DATA SERVICE OR THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH POSSIBILITY WAS REASONABLY FORESEEABLE. THIS NON-LIABILIITY FOR DAMAGES APPLIES WHETHER IN AN ACTION OR CLAIM BASED ON CONTRACT, TORT, OR ANY OTHER SUCH THEORY. CSI’S AGGREGATE MAXIMUM LIABILITY ARISING FROM OR RELATING TO THIS AGREEMENT, THE DATA SERVICES, OR THE DOCUMENTATION OR INFORMATION ASSOCIATED THEREWITH SHALL NOT EXCEED, AND END USER ACKNOWLEDGES AND AGREES IS LIMITED TO, THE GREATER OF (I) $10.00 AND (II) THE INTIAL FEE, IF ANY, PAID BY END USER FOR CREATING AN ACCOUNT, ACCESSING, AND USING THE DATA SERVICE.

Indemnification

End User hereby agrees to indemnify, defend, and hold harmless CSI and its directors, officers, employees, representatives, and agents from and against, any and all claims, losses, damages, and expenses, including attorney fees, arising from a third party claim to the extent that such third party claim is based on End User’s use of any content or materials, use of the Data Service, a breach of this Agreement or any CSI agreements, or End User’s negligence or other act or omission in connection with use of the Data Service.

Legal Compliance

1. By accepting this Agreement, End User represents and warrants that it (i) is not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) is not listed on any U.S. Government list of prohibited or restricted parties; and (iii) that End User will comply with all application international and national laws that apply to the Data Service, including any export laws, rules, and regulations, and end user and destination restrictions issued by the U.S. and other governments.
   
   
2. Electronic Notices: CSI may provide End User with information about the Data Service in electronic form. It may be via email to the address End User provides when End User signs up for the Data Service, or through a web site that CSI identifies.

Termination

CSI may modify or terminate the Data Service in any country where there is any current or future government requirement or obligation that subjects CSI to any regulation or requirement not generally applicable to businesses operating there, presents a hardship for CSI to continue operating the Data Service without modification, and/or causes CSI to believe these terms or the Data Service may be in conflict with any such requirement or obligation. For example, CSI may modify or terminate the Data Service in connection with a government requirement that causes CSI to be regulated as a telecommunications provider. CSI may also modify or terminate the Data Service and this Agreement in accordance with any other terms of this Agreement, including, but not limited to, the “Data Service Suspension and Termination of Agreement” terms above.

Miscellaneous

End User may not assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of CSI. Notwithstanding the foregoing, CSI may assign this Agreement in its entirety, without the consent of End User. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns. Any attempted assignment in breach of this provision shall be void. The parties hereto are independent contractors and nothing in this Agreement will create any partnership, joint venture, agency, or employment relationship between the parties. There are no third party beneficiaries to this Agreement. The parties agree that any legal action arising under or relating to this Agreement or the Data Service must be maintained in the state and federal courts located in the State of Utah, and that any legal action brought in the state courts must be brought in Cache County, Utah. The laws of the State of Utah govern this Agreement, excluding laws concerning conflict of laws. In any action related to this Agreement or the Data Service, the prevailing party shall be entitled to an award of reasonable attorney fees and reasonable costs against the non-prevailing party. This Agreement, and any other agreements referenced herein, contains the entire agreement and understanding of the parties concerning the subject matter of this Agreement. The waiver by CSI of any breach or default under this Agreement does not constitute the waiver of any subsequent breach or default. If any provision of this Agreement is held to be illegal or unenforceable, it shall be deemed amended to conform to applicable laws or regulations, or, if it cannot be so amended without materially altering the intention of the parties, it shall be stricken and the remainder of this Agreement shall continue in full force and effect. This Agreement may be amended at any time by CSI, in CSI’s sole and absolute discretion. The most current Agreement applies to End User unless otherwise designated by CSI.

BY ACCEPTING THIS AGREEMENT, YOU ARE AGREEING ON BEHALF OF YOURSELF OR THE END USER THAT YOU ARE AN AUTHORIZED USER UNDER THE TERMS OF THIS AGREEMENT, AND THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THE TERMS OF THIS AGREEMENT. IF YOU DO NOT HAVE THE AUTHORITY TO BIND THE END USER, THEN YOU SHALL NOT ACCEPT THIS AGREEMENT AND SHALL NOT USE THE DATA SERVICE. YOU ACCEPT AND AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT BY SELECTING THE “ACCEPT” OPTION AND/OR USING THE DATA SERVICE. YOU MUST AGREE TO ALL OF THE TERMS OF THIS AGREEMENT BEFORE GAINING ACCESS TO AND USE OF THE DATA SERVICE. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, YOU MUST NOT USE THE DATA SERVICE.

Campbell Scientific Companies