H2FillS: Hydrogen Filling Simulation Software License Agreement and Registration

Alliance hereby grants Licensee a royalty-free, nonexclusive, nontransferable, limited license for the computer software program "Hydrogen Filling Simulation (H2FillS)" in object code format, together with any documentation provided by Alliance which relates to its functional, operational or performance characteristics, as made available to Licensee at https://www.nrel.gov/hydrogen/h2fills.html ("Software") to install, copy, display publicly, and publicly perform the Software for internal purposes only.

1.1 Licensee may not sell, rent, lease, loan, sublicense, distribute or transfer the Software to any third party.

1.2 Licensee may not translate, decompile, reverse engineer, disassemble or otherwise attempt to create a human-readable version of the Software.

1.3 License may copy the Software solely to the extent necessary for its own internal use and for backup and archival purposes. Any copies of the Software made by Licensee shall be subject to the terms of this Agreement.

1.4 Alliance reserves and retains (and other entities, as applicable, reserve and retain) all rights, title, and other interests in the Software and any copies thereof, which are not explicitly granted to Licensee herein.

1.5 Any copies of the Software shall bear the following notice:

NOTICE

Copyright © 2020 Alliance for Sustainable Energy, LLC, Inc. All Rights Reserved

This computer software was produced by Alliance for Sustainable Energy, LLC under Contract No. DE-AC36-08GO28308 with the U.S. Department of Energy. For 5 years from the date permission to assert copyright was obtained, the Government is granted for itself and others acting on its behalf a nonexclusive, paid-up, irrevocable worldwide license in this software to reproduce, prepare derivative works, and perform publicly and display publicly, by or on behalf of the Government. There is provision for the possible extension of the term of this license. Subsequent to that period or any extension granted, the Government is granted for itself and others acting on its behalf a nonexclusive, paid-up, irrevocable worldwide license in this software to reproduce, prepare derivative works, distribute copies to the public, perform publicly and display publicly, and to permit others to do so. The specific term of the license can be identified by inquiry made to Contractor or DOE. NEITHER ALLIANCE FOR SUSTAINABLE ENERGY, LLC, THE UNITED STATES NOR THE UNITED STATES DEPARTMENT OF ENERGY, NOR ANY OF THEIR EMPLOYEES, MAKES ANY WARRANTY, EXPRESS OR IMPLIED, OR ASSUMES ANY LEGAL LIABILITY OR RESPONSIBILITY FOR THE ACCURACY, COMPLETENESS, OR USEFULNESS OF ANY DATA, APPARATUS, PRODUCT, OR PROCESS DISCLOSED, OR REPRESENTS THAT ITS USE WOULD NOT INFRINGE PRIVATELY OWNED RIGHTS.

1.6 Licensee may not remove, circumvent, alter or obscure any rights management or security features in or protecting the Software or any functionality restriction or any proprietary notice (including any notice of copyright or trademark notice) of Alliance or any other entity.

Licensee assumes sole responsibility for the installation, use and results obtained from use of the Software. Alliance shall be under no obligation whatsoever to: (i) provide maintenance or support for Software; or (ii) to notify Licensee of bug fixes, patches, or upgrades to Software (if any). If, in its sole discretion, Alliance makes a Software bug fix, patch or upgrade available to Licensee and Alliance does not separately enter into a written license agreement with Licensee relating to such bug fix, patch or upgrade, then it shall be deemed incorporated into the Software and subject to this Agreement.

Licensee is under no obligation to provide Alliance with any ideas, suggestions, bug reports, or other feedback ("Feedback"). By providing any Feedback, Licensee thereby (i) agrees that Alliance may use such Feedback in any way, without compensating Licensee and without any obligation to Licensee and (ii) licenses to Alliance a free, non-exclusive, sublicensable, irrevocable, unlimited license to any intellectual property rights (including copyright, patent, trademark, trade secret, and other rights) that may be infringed by any use of such Feedback, including public disclosure. By providing such Feedback, Licensee further represents and warrants that Licensee is authorized to provide the Feedback and grant the foregoing license(s).

The Software was developed under funding from the DOE, and the United States Government retains certain rights as follows: For five (5) years after the date permission to assert copyright is obtained from the DOE, and during any subsequent five (5) year renewals, the United States Government is granted for itself and others acting on its behalf a non-exclusive, paid-up, irrevocable, worldwide license in the Software to reproduce, prepare derivative works, perform publicly and display publicly. Subsequent to that period or any extension granted, the Government is granted for itself and others acting on its behalf, a nonexclusive, paid-up, irrevocable worldwide license in the Software to reproduce, distribute copies to the public, prepare derivative works, perform publicly and display publicly, and to permit others to do so.

The Software may display, include or make available third-party content (including data, information, applications and other products or services) or provide links to third-party websites or services ("Third-Party Services"). Licensee acknowledges and agrees that Alliance shall not be responsible for any Third-Party Services, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect thereof. Alliance does not assume and shall not have any liability or responsibility to Licensee or any other person or entity for any Third-Party Services. Any provided Third-Party Services and links thereto are provided solely as a convenience to Licensee and Licensee accesses and uses them entirely at Licensee’s own risk and subject to such third parties' terms and conditions.

THE SOFTWARE IS SUPPLIED "AS IS" WITHOUT WARRANTY OF ANY KIND. ALLIANCE, NREL, THE UNITED STATES GOVERNMENT, DOE, AND THEIR EMPLOYEES, OFFICERS AND AGENTS: (I) DISCLAIM ANY WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT, (II) DO NOT ASSUME ANY LEGAL LIABILITY OR RESPONSIBILITY FOR THE ACCURACY, COMPLETENESS, OR USEFULNESS OF SOFTWARE, (III) DO NOT REPRESENT THAT USE OF SOFTWARE WOULD NOT INFRINGE PRIVATELY OWNED RIGHTS, AND (IV) DO NOT WARRANT THAT THE OPERATION OF SOFTWARE WILL BE UNINTERRUPTED, THAT IT IS ERROR-FREE OR THAT ANY ERRORS WILL BE CORRECTED.

IN NO EVENT WILL ALLIANCE, ANY OTHER COPYRIGHT HOLDERS, NREL, DOE OR THE UNITED STATES GOVERNMENT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES OF ANY KIND OR NATURE (INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF DATA, LOSS OF USE, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES OR BUSINESS INTERRUPTION) FOR ANY REASON WHATSOEVER, WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY), OR OTHERWISE, EVEN IF ALLIANCE, SUCH OTHER COPYRIGHT HOLDERS, NREL, DOE OR THE UNITED STATES GOVERNMENT IS MADE AWARE OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES.

Licensee shall indemnify, defend, and hold harmless Alliance, any other copyright holders, the DOE, the U.S. Government, and their agents, officers, and employees, against any and all claims, suits, losses, damage, costs, fees, and expenses arising out of or in connection with Licensee's use of the Software pursuant to this Agreement. Licensee shall pay all costs incurred by Alliance, such other copyright holders, the DOE and the U.S. Government in enforcing this provision, including reasonable attorney fees. Licensee shall comply with all applicable laws and regulations (including privacy laws and regulations) having application to or governing its use and/or operation of the Software and agrees to indemnify and hold DOE, Alliance, such other copyright holders, and the U.S. Government harmless from and against any claims, damages, losses or obligations suffered or incurred by Alliance directly or indirectly arising from its failure to so comply.

The license granted to Licensee under this Agreement shall continue unless terminated earlier in accordance with this Agreement. Alliance shall have the right to terminate this license in its sole discretion at any time and for any reason (or for no reason) upon notice to Licensee. If Licensee breaches any term of this Agreement and fails to cure such breach within thirty (30) days of the date of written notice, this Agreement shall immediately terminate. Licensee may terminate this Agreement without cause upon thirty (30) days written notice to Alliance. Upon termination of the Agreement, the license granted herein shall terminate and Licensee shall immediately cease using the Software, destroy all copies of the Software, and provide Alliance with written certification of Licensee’s compliance with the foregoing. Notwithstanding any provision of this Agreement to the contrary, Sections 1.5, 1.6 and 3 through 11 shall survive termination of this Agreement.

Licensee shall observe all applicable United States and foreign laws and regulations (if any) with respect to the export, re-export, diversion or transfer of Software, related technical data and direct products thereof, including, without limitation, the Export Administration Regulations.

This Agreement, and the rights and liabilities of the Parties with respect to this Agreement and its subject matter, shall be governed by the laws of the State of Colorado, without reference to the principles of conflicts of laws thereof. Any dispute arising out of or relating to this Agreement or its subject matter not settled by the Parties may be resolved only by the courts of the State of Colorado, or if subject matter jurisdiction exists, by the United States federal courts, with venue in the County of Denver (in the case of state court) or in the U.S. District Court for the District of Colorado (in the case of federal court). Each of the Parties hereby consents to the jurisdiction of such courts over it in any action involving any such dispute. Each of the Parties agree not to commence or maintain a legal proceeding involving any such dispute in any forum except a court of the State of Colorado located in Denver County or the United States District Court for the District of Colorado (other than to enforce a judgment obtained in such courts) and agrees not to contest the venue of any action involving any such dispute in the County of Denver or the District of Colorado, as the case may be, nor to assert in any such court the doctrine of forum non conveniens, or the like. Any modification or amendment of this Agreement must be in writing signed by a duly authorized representative of each Party. This Agreement is binding upon and shall inure to the benefit of Alliance, its successors and assignees and therefore may be assigned to a successor operator of NREL for the United States Government. This Agreement represents the entire understanding of the Parties, and supersedes all previous communications, written or oral, relating to the subject of this Agreement. This license does not constitute an endorsement of Licensee's products and/or services, if any, and Licensee shall not use the names, logos or brands of Alliance, NREL or DOE without the express written consent of Alliance, or DOE as applicable. If any part of this Agreement is found void and unenforceable, it will not affect the validity of the balance of the Agreement, which shall remain valid and enforceable according to its terms.