License Agreement

ViewPoint Software

PLEASE READ THIS LICENSE AGREEMENT CAREFULLY BEFORE USING THE SOFTWARE.  MESA WILL ONLY LICENSE THE SOFTWARE TO YOU IF ACCEPT THE TERMS OF THIS LICENSE AGREEMENT.  IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENSE AGREEMENT, YOU MAY NOT USE THE SOFTWARE.

This License Agreement is between Mesa Laboratories, Inc. (“Mesa”) and you and/or your company (“you” or “Licensee”) and governs your use of the ViewPoint Software (the “Software”). The term “Software” also includes any documentation, updates, upgrades, and modified versions that Mesa may provide to you. Mesa is not obligated to provide support, maintenance, upgrades, or updates to the Software under this License Agreement.

1.             License Grant.

Subject to the terms of this License Agreement, you may:

1. Use the Software on any Licensee computer or mobile device;
2. Use the Software only for your internal business purposes and only together with other Mesa products licensed under separate agreement.

2.             License Limitations.

You may not:

1. Modify, translate, reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code of the Software, create derivative works base on, or copy (except as permitted in this Agreement) the Software or the accompanying Documentation;
2. Rent, transfer, sublicense, or grant any rights in the Software or accompanying Documentation (including any timesharing arrangement) in any form to any other person or legal entity; and
3. Remove any proprietary notices, labels or marks on the Software and accompanying Documentation.

3.             Proprietary Rights

Mesa owns the Software and any trade names and marks (the “Marks”) contained in or delivered with the Software. The Software is licensed on a non-exclusive basis, not sold. Licensee acknowledges and agrees that Mesa retains sole ownership of all intellectual property rights in the Software and the Marks, including but not limited to patent, copyright, trade dress, trade secret, and trademark rights. Licensee receives no license to use or distribute the Marks other than to copy the proprietary notices on the Software as required under this License Agreement. Mesa considers the Software to be its confidential and proprietary information. Licensee agrees to hold Mesa’s confidential information in confidence indefinitely. This obligation of confidentiality will survive termination, cancellation, or expiration of this License Agreement.

4.             Termination of License Rights.

Mesa may terminate your license rights at any time for any reason without notice and without liability. In any event, this license expires upon the termination of your Mesa Continuous Monitoring System Sales and Services Agreement (the “SSA”). Upon any termination, Licensee agrees to cease all use of the Software and delete all copies. Licensee’s obligations to Mesa regarding confidentiality, transfer, reproduction, modification, derivative works, decompilation, and reverse engineering of Software will survive any termination of this License Agreement.

5.             NO WARRANTY OR SERVICE

THE SOFTWARE IS PROVIDED ON AN “AS IS” BASIS, AND MESA GRANTS NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF TITLE, MERCHANTABILITY, OR FITNESS FOR PARTICULAR PURPOSE.  LICENSEE IS SOLELY RESPONSIBLE FOR THE USE, EFFICIENCY, AND SUITABILITY OF THE SOFTWARE.  Mesa will not provide any maintenance, support, or other services in connection with the Software under this License Agreement.

6.             LIMITATION OF LIABILITY.

DAMAGES, ARISING OUT OF OR RELATED TO THIS LICENSE AGREEMENT OR THE SOFTWARE, EVEN IF MESA HAS BEEN ADVISED OF THE POSSIBILITY THEREOF.  BY WAY OF EXAMPLE AND NOT IN LIMITATION, IN NO EVENT WILL MESA BE LIABLE TO LICENSEE FOR ANY DAMAGES RESULTING FROM: (A) ANY FAILURE OF THE SOFTWARE, INCLUDING, BUT NOT LIMITED TO LOSS OF DATA; (B) DELAYS OR THE PERFORMANCE OF SERVICES RELATED TO THE SOFTWARE; AND (C) CLAIMS REGARDING INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, TORT, OR NEGLIGENCE.

7.             Compliance with Laws.

Licensee shall comply with all applicable laws regarding the use of the Software. Licensee shall adhere to the U.S. Export Administration Laws and Regulations and may not export or re-export the Software or any technical data to any proscribed country listed in the U.S. Export Administration Regulations unless properly authorized by the U.S. Government and Mesa.

8.             Governing Law.

This License Agreement is governed by the laws of the State of Colorado, USA, notwithstanding Colorado choice of law provisions.  All parties submit to the jurisdiction of either the Courts of the State of Colorado or U.S. Federal District Courts within Colorado and agree to accept service of process by registered or certified mail, return receipt requested, in accordance with Colorado or Federal rules of civil procedure.

9.             Entire Agreement.

This License Agreement contains the entire agreement of the parties with respect to licensing the Software. It supersedes all prior understandings, writings, proposals, representations, or communications, oral or written, of either party.

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