ESA LICENCE FOR SSET SOFTWARE

1 Definitions

1.1 “Distribution” and “Distribute” means any act of giving, lending, renting, distributing, communicating, transmitting, or otherwise making available, physically or electronically or by any other means, copies of the Software.

1.2 “Documentation” means all documents and materials (whether distributed in print, magnetic, electronic, or video format) intended to aid in the maintenance, installation, use and operation of the Software (including, but not limited to, training course materials, systems specifications, hardware requirements, software change management database (open bug reports and change requests), technical manuals, online help files, and other user instructions).

1.3 “ESA” means the European Space Agency.

1.4 “Licence” means this document.

1.5 “Licensor” means the individual or legal entity that Distributes the Software under the Licence to You.

1.6 “Object Code” means compiled format of the Software that is executable by computers.

1.7 “Software” means the SSET Software Distributed under this Licence by the Licensor, in Object Code form, including assembly of binaries (Object Code and run-time libraries), configuration files and scripts required to install and run the Software in order to exercise its full intended functionality (and explicitly excluding the Source Code). The Software also includes the User-level subset of the Documentation.

1.8 “Source Code” means the human readable subset of the Software that can be compiled into Object Code.

1.9 “Territory” means the territory of the Member States of ESA pursuant to Art. 1 of the ESA Convention[1], Canada and Slovenia.

1.10 “You” means an individual or legal entity exercising rights under this Licence (the licensee).

2 Grant of Rights

2.1 Copyright. The Licensor, hereby grants You a, royalty-free, non-exclusive licence under Copyright, subject to the terms and conditions of this Licence and limited to the Territory, to:
- use the Software;
- reproduce the Software by any or all means and in any or all form;
- communicate to the public, including making available, display or perform the Software or copies thereof to the public;
- Distribute, lend and rent the Software.

For the avoidance of doubt, You may not disassemble, reverse engineer, decompile, decode or attempt to decode the Software, or allow the Software to be disassembled, reverse engineered, decompiled or decoded, or to in any way override or break down any protection system integrated into the Software.

The licence grant is perpetual and irrevocable, unless terminated pursuant to Article 8.

2.2 Trademark. This Licence does not grant permission to use trade names, trademarks, services marks, logos or names of the Licensor, except as required for reasonable and customary use in describing the origin of the Software and as reasonable necessary to comply with the obligations of this Licence (e.g. by reproducing the content of the notices).

3 Distribution

You may Distribute the Software in Object Code, only under the terms of this Licence. For the avoidance of doubt, Distribution is only permitted within the Territory.

4 Notices

The following obligations apply in the event of any Distribution of the Software as Object Code:

4.1 You must include a copy of this Licence and all of the notices you received along with the Software.

4.2 You may not remove or alter any copyright, patent, trademark and attribution notices nor any of the notices set out in this Article 4.

5 Warranty and Liability

5.1 Except as expressly set forth in this Licence, the Software is provided to You on an “as is” basis and without warranties of any kind, including without limitation merchantability, fitness for a particular purpose, absence of defects or errors, accuracy or non-infringement of intellectual property rights. Mandatory statutory warranty claims, e.g. in the event of wilful deception or fraudulent misrepresentation, shall remain unaffected.

5.2 Except as expressly set forth in this Licence, Licensor shall not be liable, including, without limitation, for direct, indirect, incidental, or consequential damages (including without limitation loss of profit), however caused and on any theory of liability, arising in any way out of the use or Distribution of the Software or the exercise of any rights under this Licence, even if You have been advised of the possibility of such damages. Mandatory statutory liability claims, e.g. in the event of wilful misconduct, wilful deception or fraudulent misrepresentation, shall remain unaffected.

6 Additional Agreements

While Distributing the Software, You may choose to conclude additional agreements, for free or for charge, regarding for example support, warranty, indemnity, liability or liability obligations and/or rights, provided such additional agreements are consistent with this Licence and do not effectively restrict the recipient’s rights under this Licence. However, in accepting such obligations, You may act only on Your own behalf and on Your sole responsibility, not on behalf of any other Licensor, and only if You agree to indemnify, defend, and hold each Licensor harmless for any liability incurred by, or claims asserted against, such Licensor by reason of Your accepting any such warranty or additional liability.

7 Infringements

7.1 If You have knowledge that exercising rights granted by this Licence infringes third party's intellectual property rights, including without limitation copyright and patent rights, You must take reasonable steps (such as notifying appropriate mailing lists or newsgroups) to inform ESA and those who received the Software about the infringement.

7.2 You acknowledge that continuing to use the Software knowing that such use infringes third party rights (e.g. after receiving a third party notification of infringement) would expose You to the risk of being considered as intentionally infringing third party rights. In such event You should acquire the respective rights.

8 Termination

8.1 This Licence and the rights granted hereunder will terminate automatically upon any breach by You of the terms of this Licence, if you fail to cure such breach within thirty (30) calendar days of becoming aware of the breach.

8.2 Any licences validly granted by You under the Licence prior to termination shall continue and survive termination.

9 Applicable Law, Arbitration and Compliance

9.1 This Licence is governed by the laws of the ESA Member State, Canada or Slovenia where the Licensor resides or has his registered office. “Member States” are the members of the European Space Agency pursuant to Art. 1 of the ESA Convention. This licence shall be governed by German law if a dispute arises with the ESA as a Licensor or if the Licensor has no residence or registered office inside a Member State, Canada or Slovenia.

9.2 Any dispute arising out of this Licence shall be finally settled in accordance with the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators designated in conformity with those rules. Arbitration proceedings shall take place in Cologne, Germany. The award shall be final and binding on the parties, no appeal shall lie against it. The enforcement of the award shall be governed by the rules of procedure in force in the state/country in which it is to be executed.

9.3 For the avoidance of doubt, You are solely responsible for compliance with current applicable requirements of national laws. The Software can be subject to export control laws. If You export the Software it is Your responsibility to comply with all export control laws. This may include different requirements, as e.g. registering the Software with the local authorities.

9.4 If it is impossible for You to comply with any of the terms of this Licence due to statute, judicial order or regulation You must:
a) comply with the terms of this Licence to the maximum extent possible; and
b) describe the limitations and the Object Code they affect. Such description must be included in the LEGAL notice described in Article 4. Except to the extent prohibited by statute or regulation, such description must be sufficiently detailed for an average recipient to be able to understand it.

10 Miscellaneous

10.1 Only ESA has the right to modify or publish new versions of this Licence. ESA may assign this right to other individuals or legal entities. Each version will be given a distinguishing version number.

10.2 This Licence represents the complete agreement concerning subject matter hereof.

10.3 If any provision of this Licence is held invalid or unenforceable, the remaining provisions of this Licence shall not be affected. The invalid or unenforceable provision shall be construed and/or reformed to the extent necessary to make it enforceable and valid.

[1] As of August 2017 the Member States are Austria, Belgium, Czech Republic, Denmark, Estonia, Finland, France, Germany, Greece, Hungary, Ireland, Italy, Luxembourg, The Netherlands, Norway, Poland, Portugal, Romania, Spain, Sweden, Switzerland and the United Kingdom.