View the End User Licensing Agreement (EULA) information for the latest version of WWFM-DSAP Protocol, Network & Land Traffic Control (LTC) System (for the Beta Network Testing and Roll-Out):

End User License Agreement for WWFM-DSAP Protocol, Network & Land Traffic Control (LTC) System

This end user license agreement (“License”) is a legal agreement between you (a single individual), or the company or organisation (a single legal entity) that you represent and have the legal authority to use and enjoy the WWFM-DSAP Protocol, Network & Land Traffic Control (LTC) System. DATRO Consortium Ltd is only willing to license the WWFM-DSAP Protocol, Network & Land Traffic Control (LTC) System on condition that you accept all of the terms of this License. By clicking “I Agree”, signing this agreement or by installing or otherwise using the WWFM-DSAP Protocol, Network & Land Traffic Control (LTC) System and/or any Update thereto (as permitted by this License) you indicate that you agree to be bound by all of the terms and conditions of this License. If you do not agree to the terms of this License, DATRO Consortium Ltd will NOT license the WWFM-DSAP Protocol, Network & Land Traffic Control (LTC) System to you, you may not install or use the WWFM-DSAP Protocol, Network & Land Traffic Control (LTC) System or any part thereof, and you shall promptly return the WWFM-DSAP Protocol, Network & Land Traffic Control (LTC) System to DATRO Consortium Ltd or to your supplier (if not DATRO Consortium Ltd and/or the WWFM-DSAP Integrator Alliance) and ask for a refund of the license fee paid (if any).

NOTE – YOUR ATTENTION IS DRAWN TO THE FOLLOWING:

1. The terms and conditions set out in this License shall apply to the supply by DATRO Consortium Ltd and/or the WWFM-DSAP Integrator Alliance of WWFM-DSAP Protocol, Network & Land Traffic Control (LTC) System for both commercial and non-commercial use. If you are in receipt of a Non-Commercial Use License for the WWFM-DSAP Protocol, Network & Land Traffic Control (LTC) System (as defined below), or any component thereof are identified or classified as such, or you are receiving a license for the WWFM-DSAP Protocol, Network & Land Traffic Control (LTC) System free of charge, then notwithstanding any of the other terms and conditions of this License, your use of the WWFM-DSAP Protocol, Network & Land Traffic Control (LTC) System shall be limited by the restrictions of use set out in clause 3 of this License.
2. PLEASE NOTE any terms and conditions of use set out in the order documentation provided to you by DATRO Consortium Ltd and/or WWFM-DSAP Integrator Alliance and the Software Information File(s) (as defined below) applicable to the WWFM-DSAP Protocol, Network & Land Traffic Control (LTC) System provided to you with (or included within) either (i) the WWFM-DSAP Protocol, Network & Land Traffic Control (LTC) System, and/or (ii) any Updates to the WWFM-DSAP Protocol, Network & Land Traffic Control (LTC) System, which limit, extend or otherwise vary the permitted uses and restrictions applicable to the WWFM-DSAP Protocol, Network & Land Traffic Control (LTC) System (“Special Conditions”). The Special Conditions form part of and are incorporated into this License. In the event of any conflict or inconsistency between the provisions set out in the main body of this License and any of the Special Conditions, the provisions set out in the Special Conditions shall prevail (in the order in which they are listed in this paragraph).
3. This License (and any documents incorporated by reference herein) is the sole and exclusive agreement between you and DATRO Consortium Ltd and/or WWFM-DSAP Integrator Alliance for the WWFM-DSAP Protocol, Network & Land Traffic Control (LTC) System, and (except as agreed in writing to the contrary) no other document, including (but not limited to) your purchase order or any other document supplied by you, will form part of this License.

Definitions

For the purposes of this License the following words and expressions shall have the following meanings:

“DATRO Consortium Ltd” and/or “DATRO” means DATRO Consortium Limited, whose registered office is situated at Unit 29 Highcroft Industrial Estate, Enterprise Road, Waterlooville, England, PO8 0BT and/or any member of DATRO’s security group and/or group of companies.

“WWFM-DSAP Integrator Alliance” and/or variations of the nomenclature and abbreviation “WWFM” in combination with the word “Alliance”, means an alliance between WWFM-DSAP “Licensees” and/or “Local Partners”, as listed on the WWFM-DSAP website: www.wwfm-dsap.com

“DATRO Documentation” and/or ” WWFM-DSAP Documentation” means any printed, electronic or online documentation owned or licensed by DATRO and/or the WWFM-DSAP Integrator Alliance that relates to the DATRO Software and/or WWFM-DSAP for the WWFM-DSAP Protocol, Network & Land Traffic Control (LTC) System.

“DATRO Software” and/or “WWFM-DSAP Software” means any software, firmware and data owned or licensed by DATRO and/or the WWFM-DSAP Integrator Alliance.

“WWFM-DSAP Protocol, Network & Land Traffic Control (LTC) System” means the DATRO/ WWFM-DSAP Software and/or DATRO/WWFM-DSAP Documentation (including any Updates to the DATRO/ WWFM-DSAP Software and/or DATRO/WWFM-DSAP Documentation) licensed to you by DATRO/ WWFM-DSAP Integrator Alliance under this License.

“WWFM-DSAP Protocol, Network & Land Traffic Control (LTC) System Performance Data” means any results, benchmarking data or other information relating to or connected with your use or testing of WWFM-DSAP Protocol, Network & Land Traffic Control (LTC) System which is indicative of their performance, efficacy, reliability or quality.

“Fees” means any fee(s) payable by you for the provision by DATRO to you of the WWFM-DSAP Protocol, Network & Land Traffic Control (LTC) System and associated support and maintenance services, and any other fees payable by you in accordance with this License that are agreed by the parties from time to time.

“License Key” means an electronic license key issued to you by DATRO/ WWFM which enables you to use and run one or more Licensed Seat of an WWFM-DSAP Protocol, Network & Land Traffic Control (LTC) System or a component thereof in accordance with the terms of this License.

“Licensed Seats” means any and all Seats of the WWFM-DSAP Protocol, Network & Land Traffic Control (LTC) System (including, if applicable, Updates) that you are licensed to run and use concurrently under the terms of this License, in the types and quantities specified (if applicable) in the order documentation provided to you by DATRO, as well as any additional or replacement Seats of the WWFM-DSAP Protocol, Network & Land Traffic Control (LTC) System that DATRO/ WWFM provides to you from time to time during the License Term (For the purposes of this definition, “Seat” meaning a written or electronic authorisation to run a software component subject to the terms and restrictions specified in that authorisation).

“License Term” means the term set out in the order documentation provided to you by DATRO during which you shall be entitled to access and use the WWFM-DSAP Protocol, Network & Land Traffic Control (LTC) System.

“Non-Commercial Use License” means an evaluation, preview, beta, pre-release, pilot, academic, educational or community use only license.

“Permitted Users” means your employees, workers, consultants, professional advisors, bona fide sub-contractors and service providers that use the WWFM-DSAP Protocol, Network & Land Traffic Control (LTC) System in connection with the provision of work carried out for your benefit, and/or, other members of your organisation or third party users who use the WWFM-DSAP Protocol, Network & Land Traffic Control (LTC) System with your express written permission on computers (physical or virtual) owned or controlled by you.

“Redistributables” means the example code, library files, configuration files, header files, and any other WWFM-DSAP Protocol, Network & Land Traffic Control (LTC) System or components thereof owned by DATRO/WWFM (or licensed by DATRO/WWFM and provided to you under DATRO’s terms and conditions) which you are permitted to include within Your Software and redistribute or sub-license within Your Software to third parties, the details of which (if applicable) are set out in a file or folder (the “Redistributables File”) typically named ‘redistributables’ located within the ‘license_terms’ folder in an WWFM-DSAP Protocol, Network & Land Traffic Control (LTC) System (or components thereof).

“Software Information File(s)” means Third Party Licenses Files, Redistributables Files, and/or Supplementary Terms Files (as the context requires).

“Special Conditions” is as defined above in Recital (B) of this License.

“Specified Project” means a single design and development activity undertaken by you or your Permitted Users relating to Your Software or Your Hardware, the details of which (if applicable) shall be set out in the order documentation provided to you by DATRO/ WWFM.

“Supplementary Terms File” means a software file or folder typically named ‘supplementary_terms’ located within the ‘license_terms’ folder in an WWFM-DSAP Protocol, Network & Land Traffic Control (LTC) System (or components thereof) which (if applicable) details any component-specific extensions, limitations or other variations to the terms of this License.

“Territory” means, if applicable, the geographical area detailed in the order documentation provided to you by DATRO/ WWFM-DSAP to which your use of the WWFM-DSAP Protocol, Network & Land Traffic Control (LTC) System or any part thereof is restricted.

“Third Party Licenses File” means a software file or folder typically named ‘third_party_licenses’ located within the ‘license_terms’ folder in an WWFM-DSAP Protocol, Network & Land Traffic Control (LTC) Systeml (or components thereof) which (if applicable) details any third party material included in the relevant WWFM-DSAP Protocol, Network & Land Traffic Control (LTC) System which is not licensed under the terms of this License, and references the applicable third party license terms and conditions.

“Update” means an update, patch, hotfix, bug fix, support release, modification or limited functional enhancement (as applicable) to a WWFM-DSAP Protocol, Network & Land Traffic Control (LTC) System or component thereof, including but not limited to error corrections to any program or associated documentation developed by or for DATRO/ WWFM comprised in the WWFM-DSAP Protocol, Network & Land Traffic Control (LTC) System, which (i) DATRO/ WWFM makes generally available to the market, and (ii) does not, in DATRO’s opinion, constitute an Upgrade or a new product.

“Upgrade” means a new release of an existing WWFM-DSAP Protocol, Network & Land Traffic Control (LTC) System which DATRO/WWFM makes generally available to the market and which usually contains major functional improvements.

“Your Hardware” means hardware manufactured or developed by you or on your behalf, or hardware owned or licensed by you, which is supported by the WWFM-DSAP Protocol, Network & Land Traffic Control (LTC) System.

“Your Reports” means any written reports or other information relating to the behavior, performance or configuration of Your Software or Your Hardware, in html, binary, text or any other format (excluding for the avoidance of doubt, WWFM-DSAP Protocol, Network & Land Traffic Control (LTC) System Performance Data), generated by you from or using WWFM-DSAP Protocol, Network & Land Traffic Control (LTC) System and any modifications thereto.

“Your Software” means any software owned or licensed by you (including, but not limited to, applications, libraries and DATRO/WWFM API compliant plug-ins, but excluding DATRO/WWFM Software) which is supported by (or developed by you using) WWFM-DSAP Protocol, Network & Land Traffic Control (LTC) System

LICENSE GRANT

2.1 Subject to your compliance with the terms and conditions of this License, and payment by you of the Fees (if any), DATRO/WWFM hereby grants to you and your Permitted Users during the License Term a non-exclusive, non-transferable license to receive and use the WWFM-DSAP Protocol, Network & Land Traffic Control (LTC) System, certain components thereof, or optional functionality, in the Territory only on the Licensed Seats or for a Specified Project (as applicable) for the permitted uses set out in this clause 2 and subject to the restrictions set out in clause 3 (as limited, extended or otherwise varied by any terms, including product-specific permitted uses and restrictions, set out in the Special Conditions). Except as expressly permitted by this License, you and your Permitted Users shall NOT copy, modify, sub-license, redistribute or otherwise use any component of the WWFM-DSAP Protocol, Network & Land Traffic Control (LTC) System

2.2 PERMITTED USE OF THE WWFM-DSAP PROTOCOL, NETWORK AND/OR LAND TRAFFIC CONTROL (LTC) SYSTEM: Except as otherwise provided in this License, use of the WWFM-DSAP Protocol, Network & Land Traffic Control (LTC) System (or components thereof) is permitted for the purpose of:

1. building, developing, testing, debugging, analysing and optimising Your Software or Your Hardware;
2. generation of Your Reports, and use of Your Reports to develop, test, debug, analyse and optimise Your Software or Your Hardware; and
3. only as expressly permitted in the relevant Redistributables File: (i) incorporating, compiling and/or linking the files listed in that Redistributables File into Your Software, provided that Your Software contains substantial additional functionality; and (ii) subject to clause 3.1 below, reproducing and redistributing the files (and permitting your customers and/or your authorised distributors to reproduce and redistribute the files), only in object code form (unless otherwise specified in the relevant Redistributables Files), and only as part of Your Software. You agree that, except as expressly provided to the contrary in the relevant Redistributables File, you may only copy the WWFM-DSAP Protocol, Network and/or Land Traffic Control (LTC) System (or any component thereof) to the extent that such copying is incidental to the permitted uses set out in this clause 2.2, including installation, backup and execution.

YOUR OBLIGATIONS AND RESTRICTIONS ON USE

3.1 OBLIGATIONS RELATING TO REDISTRIBUTION: Any redistribution as permitted by this License is subject to any restrictions set out in the applicable Special Conditions, and your compliance with the following:

1. in cases where you are expressly permitted under this License (including for the avoidance of doubt by inclusion of agreed wording in the order documentation provided to you by DATRO/WWFM) to sub-license or redistribute any WWFM-DSAP Protocol, Network and/or Land Traffic Control (LTC) System or component thereof to your customers, authorised distributors or other third parties, you are responsible for ensuring that such customers, authorised distributors and third parties accept, and are contractually bound (by agreement with you or directly with DATRO/WWFM) to comply with, the terms and conditions of this License;
2. any use by you of DATRO/WWFM’s or any of its licensors’ names, logos or trademarks to publicise or market any of Your Software containing (or developed or generated using) WWFM-DSAP Protocol, Network and/or Land Traffic Control (LTC) System is subject to you obtaining express written permission from DATRO/ WWFM;
3. you warrant that you shall not make any representations or warranties on behalf of DATRO/ WWFM in respect of any of the WWFM-DSAP Protocol, Network and/or Land Traffic Control (LTC) System or in respect of any other software, reports or documentation developed or generated by you in accordance with the license grants set out in this License;
4. you must reproduce or preserve (as applicable) any copyright notices which are included in or with any WWFM-DSAP Protocol, Network and/or Land Traffic Control (LTC) System or components thereof; and
5. except as otherwise agreed by DATRO/WWFM (including for the avoidance of doubt by inclusion of the relevant permission in a Supplementary Terms File), you may not disclose or otherwise distribute any WWFM-DSAP Protocol, Network and/or Land Traffic Control (LTC) System Performance Data. For the avoidance of doubt, nothing in this sub-clause 3.1 (e) shall prevent you from disclosing or otherwise distributing Your Reports.

3.2 NON-COMMERCIAL USE AND FREE OF CHARGE LICENSES: If you are in receipt of a Non-Commercial Use License for the WWFM-DSAP Protocol, Network and/or Land Traffic Control (LTC) System, or the WWFM-DSAP Protocol, Network and/or Land Traffic Control (LTC) System or any component thereof are identified or classified as such, and/or you are receiving the WWFM-DSAP Protocol, Network and/or Land Traffic Control (LTC) System free of charge, then notwithstanding any of the other terms and conditions of this License, your use (which includes use by your Permitted Users) of the WWFM-DSAP Protocol, Network and/or Land Traffic Control (LTC) System is limited as follows:

1. if you are receiving the WWFM-DSAP Protocol, Network and/or Land Traffic Control (LTC) System free of charge:
2. no support or maintenance shall be provided to you in respect of the WWFM-DSAP Protocol, Network and/or Land Traffic Control (LTC) System;
3. the warranty set out in clause 8.1 of this License does not apply to you or your use of the WWFM-DSAP Protocol, Network and/or Land Traffic Control (LTC) System, and DATRO/WWFM gives no other warranty whatsoever in relation to (and accepts no liability in connection with) the WWFM-DSAP Protocol, Network and/or Land Traffic Control (LTC) System or your use (as permitted by this License) of them;
4. DATRO/ WWFM may immediately terminate this License at any time for any reason by giving written notice to you;
5. except as otherwise expressly agreed in writing by DATRO/ WWFM, you shall grant to DATRO/ WWFM in full the license set out in clause 4.2 of this License; and/or
6. if you are receiving a Non-Commercial Use License or version (as applicable) of the WWFM-DSAP Protocol, Network and/or Land Traffic Control (LTC) System:
7. you and your Permitted Users may use the WWFM-DSAP Protocol, Network and/or Land Traffic Control (LTC) System for internal use only; and
8. you are not permitted to distribute or sub-license (A) any part of the WWFM-DSAP Protocol, Network and/or Land Traffic Control (LTC) System, or (B) Your Software, Your Hardware, or Your Reports developed under this License using the WWFM-DSAP Protocol, Network and/or Land Traffic Control (LTC) System. The WWFM-DSAP Protocol, Network and/or Land Traffic Control (LTC) System shall be used only by you and your Permitted Users, and you shall not (except as otherwise authorised in writing by DATRO/ WWFM) allow any other third party whatsoever to use the WWFM-DSAP Protocol, Network and/or Land Traffic Control (LTC) System.

For the avoidance of doubt, if you are receiving a Non-Commercial Use License and the license is provided to you free of charge, the restrictions in both sub-clauses (a) and (b) above will apply to your use of the WWFM-DSAP Protocol, Network and/or Land Traffic Control (LTC) System.

3.3 RESTRICTIONS RELATING TO LICENSE TYPES: Depending on the type of license you have purchased from DATRO/ WWFM under this License (the details of which shall be set out in the order documentation provided to you by DATRO/WWFM), your use of each Licensed Seat of an WWFM-DSAP Protocol, Network and/or Land Traffic Control (LTC) System shall be limited to:

1. for a ‘Node Locked License’, use only (i) on one specified item of computer hardware, and (ii) at any point in time, by one individual Permitted User for one ‘process’. For the purpose of this sub-clause 3.3 (a), each ‘process’ is the execution of an instance of an WWFM-DSAP Protocol, Network and/or Land Traffic Control (LTC) System;
2. for a ‘Floating License’, use only by one individual Permitted User at a time on specified items of computer hardware;
3. for an ‘Authorised User License’, use only by (i) one individual assigned Permitted User, OR (ii) one assigned Automation Process, provided always that only Permitted Users that have a valid Authorised User License for an WWFM-DSAP Protocol, Network and/or Land Traffic Control (LTC) System shall be permitted to deliver to an Automation Process jobs generated using that WWFM-DSAP Protocol, Network and/or Land Traffic Control (LTC) System. For the purposes of this sub-clause 3.3 (c), “Automation Process” means a process or processes used to automate certain software methods, such as continuous integration; or
4. in respect of a ‘Specified Project License’, use for a Specified Project.

3.4 PERMITTED USERS: You hereby agree to be responsible for the acts and omissions of any and all Permitted Users, and shall ensure that such Permitted Users (i) are contractually obliged to comply with the terms of this License, including those relating to confidentiality; and (ii) do not supply WWFM-DSAP Protocol, Network and/or Land Traffic Control (LTC) System or any components thereof to any third party whatsoever. Except as expressly provided in this License or as agreed in writing by WWFM-DSAP Protocol, Network and/or Land Traffic Control (LTC) System on a case by case basis, you shall not sub-license, redistribute, lease, rent or otherwise allow any third party to use the WWFM-DSAP Protocol, Network and/or Land Traffic Control (LTC) System or License Keys.

3.5 REVERSE ENGINEERING: Your use of WWFM-DSAP Protocol, Network and/or Land Traffic Control (LTC) System shall specifically exclude the reverse engineering, decompiling, disassembly, translation, adaptation, arrangement or other alteration of any part of the WWFM-DSAP Protocol, Network and/or Land Traffic Control (LTC) System (except to the extent that applicable law overrides this provision or any part hereof).

3.6 COPYRIGHT AND RESERVATION OF RIGHTS: WWFM-DSAP Protocol, Network and/or Land Traffic Control (LTC) System are owned by DATRO/ WWFM and/or its licensors and are protected by copyright and other intellectual property rights, laws and international treaties. WWFM-DSAP Protocol, Network and/or Land Traffic Control (LTC) System are licensed not sold. Except as expressly provided by this License, you acquire no rights to any WWFM-DSAP Protocol, Network and/or Land Traffic Control (LTC) System or elements thereof, or to any other DATRO/ WWFM products or services. You shall not remove from WWFM-DSAP Protocol, Network and/or Land Traffic Control (LTC) System any copyright notice or other notice and shall ensure that any such notice is reproduced in any permitted reproduction of the whole or any part of the WWFM-DSAP Protocol, Network and/or Land Traffic Control (LTC) System.

3.7 TECHNICAL RESTRICTIONS IN THE DATRO/ WWFM TOOLS: You must comply with any technical restrictions in WWFM-DSAP Protocol, Network and/or Land Traffic Control (LTC) System and License Keys, including any restrictions that restrict use to certain components of WWFM-DSAP Protocol, Network and/or Land Traffic Control (LTC) System or use only for certain purposes. You shall not work around any such technical restrictions.

3.8 DATRO/ WWFM DOCUMENTATION: Use of DATRO/ WWFM Documentation (if any) is permitted internally only in conjunction with your use of the DATRO/ WWFM Software to which it relates.

LICENSE OF FEEDBACK TO DATRO/ WWFM

4.1 You may at your discretion deliver any suggestions, comments, feedback, ideas, or know-how (whether in oral or written form) to DATRO/ WWFM relating to or connected with your use of WWFM-DSAP Protocol, Network and/or Land Traffic Control (LTC) System (“Feedback”). Notwithstanding the foregoing, you shall not knowingly give to Arm any Feedback that you are aware (or should reasonably be aware) is subject to any patent, copyright or other intellectual property claim or right of any third party

4.2 Except as expressly notified by you to DATRO/ WWFM (in writing which may include email) to the contrary, you hereby grant to DATRO/ WWFM under your and your affiliates (as applicable) intellectual property rights, a perpetual, irrevocable, royalty free, non-exclusive, worldwide license to: (i) use, copy, modify, and create derivative works of the Feedback; (ii) sell, supply or otherwise distribute the whole or any part of the Feedback (and derivative works thereof) as part of any DATRO/ WWFM owned or licensed product(s) without obligation or restriction of any kind; and (iii) sub-license to third parties the foregoing rights, including the right to sub-license to further third parties. No right is granted by you to DATRO/ WWFM to sub-license your and your affiliates (as applicable) intellectual property rights except to the extent that it is provided to DATRO/ WWFM as Feedback and is embodied in any DATRO/ WWFM owned or licensed product(s). For the avoidance of doubt, if, during the License Term, you provide notice to DATRO/ WWFM revoking the license granted under this clause 4.2, you acknowledge and agree that such revocation shall not apply to Feedback delivered to DATRO/ WWFM prior to the date of receipt of the revocation notice, and that (notwithstanding the foregoing) DATRO/ WWFM shall continue to be permitted to use Feedback received after the date of receipt of the revocation notice for internal purposes.

4.3 Except as expressly licensed to DATRO/ WWFM in clause 4.2, you retain all right, title and interest in and to the Feedback provided by you under this License.

DATA COLLECTION AND PRIVACY

5.1 DATRO/ WWFM Software may include features that enable it to transmit certain computer information over the internet to DATRO/ WWFM’s computer systems. Any non-anonymous data collected by DATRO/ WWFM, for example your computer’s internet protocol address, computer hardware and operating system details, or the serial numbers of WWFM-DSAP Protocol, Network and/or Land Traffic Control (LTC) System you have licensed, shall be used by DATRO/ WWFM only for the purpose of DATRO/ WWFM protecting its legitimate interests, which may include DATRO/ WWFM verifying your right to use any WWFM-DSAP Protocol, Network and/or Land Traffic Control (LTC) System and monitoring your compliance with the permitted uses and restrictions set out in this License.

5.2 DATRO/ WWFM may also collect anonymous data, which, for the avoidance of doubt, cannot be used to identify individual users of WWFM-DSAP Protocol, Network and/or Land Traffic Control (LTC) System. This information may be used by DATRO/ WWFM to help us understand and analyse what components or features in WWFM-DSAP Protocol, Network and/or Land Traffic Control (LTC) System our end users are using in order to (i) maintain and improve the quality of the WWFM-DSAP Protocol, Network and/or Land Traffic Control (LTC) System and the end user experience, (ii) inform end users of relevant new and improved products and services, and (iii) assist end users to maximise the performance of, or solve user experience issues with, the WWFM-DSAP Protocol, Network and/or Land Traffic Control (LTC) System.

5.3 Information collected by DATRO/ WWFM Software will only be used for the aforementioned purposes. Please refer to the DATRO/ WWFM-DSAP Privacy Policy https://www.wwfm-dsap.com/privacy-policy for further information on how DATRO/ WWFM collects, uses and safeguards personal data (including but not limited to personal data collected for the protection of Arm’s legitimate interests and your rights to object to its collection).

SUPPORT AND MAINTENANCE

6.1 Provision of reasonable support and maintenance is subject to payment by you of all applicable Fees.

6.2 Any support provided by DATRO/ WWFM in accordance with the above clause 6.1 shall (i) be provided by telephone, email or such other format as is designated by DATRO/ WWFM, (ii) be prioritised at DATRO/ WWFM’s discretion, and (iii) not be used as a substitute for training or as additional resource for your projects.

6.3 Maintenance will generally be provided in the form of Updates to WWFM-DSAP Protocol, Network and/or Land Traffic Control (LTC) System. DATRO/ WWFM shall be under no obligation to provide such maintenance in respect of any modifications made by you (where permitted) to WWFM-DSAP Protocol, Network and/or Land Traffic Control (LTC) System. Updates do not constitute additional Licensed Seats and may only be used by you if you have an active Licensed Seat to run and use such Updates. Updates will generally be provided to you as soon as reasonably practicable following the date of general public release of the Update by DATRO/ WWFM.

6.4 In cases where the WWFM-DSAP Protocol, Network and/or Land Traffic Control (LTC) System were provided to you free of charge, you are not entitled to any support or maintenance for the WWFM-DSAP Protocol, Network and/or Land Traffic Control (LTC) System from DATRO/ WWFM, but DATRO/ WWFM may, in its sole discretion, provide support to you. If you obtained the WWFM-DSAP Protocol, Network and/or Land Traffic Control (LTC) System from a DATRO/ WWFM authorised distributor, reseller, Licensee, Partner or other third party, support and maintenance may be provided by either DATRO/ WWFM or the third party as per the terms of your contract for supply. DATRO/ WWFM shall not be responsible for any delay or failure in connection with any third party supplier providing support or maintenance that it is obligated to provide to you. Please refer to the ‘Support’ area of https://www.wwfm-dsap.com for details of DATRO/ WWFM’s support services, relevant contact details, and (if applicable) details of other authorised support channels.

6.5 Any obligation DATRO/WWFM has under this clause 6 is limited to the provision of support and maintenance to you, and DATRO/WWFM is under no obligation to provide any support and maintenance to any third parties. You agree to provide all front line support services to all third parties to whom you distribute any WWFM-DSAP Protocol, Network and/or Land Traffic Control (LTC) System, Your Reports, Your Software or Your Hardware, pursuant to and in accordance with the terms of this License.

6.6 This License does not grant you any entitlement to receive (i) Upgrades, (ii) DATRO/ WWFM products other than those specified in your product documentation, or (iii) any new products developed or introduced by DATRO/ WWFM from time to time, nor to receive any support or maintenance in respect of the same.

CONFIDENTIALITY

8.1 For the period prior to April 1st 2029 (or when WWFM-DSAP Protocol, Network and/or Land Traffic Control (LTC) System reaches 50million users, whichever is soonest) from the date of receipt by you of WWFM-DSAP Protocol, Network and/or Land Traffic Control (LTC) System, DATRO/ WWFM warrants to you that; (i) DATRO/ WWFM Software will perform substantially in accordance with the accompanying DATRO/ WWFM Documentation (if any); and (ii) DATRO/ WWFM Software will be compatible with the hardware and software mentioned as such in the DATRO/ WWFM Documentation. DATRO/ WWFM’s total liability and your exclusive remedy for breach of these warranties shall be limited to DATRO/ WWFM, at DATRO/ WWFM’s option (a) replacing any defective DATRO/ WWFM Software; or (b) using reasonable efforts to correct material, documented, reproducible defects in the DATRO/ WWFM Software and delivering such corrected DATRO/ WWFM Software to you; or (c) if you licensed the DATRO/ WWFM Software directly from DATRO/ WWFM, refunding 50% of the price paid by you to DATRO/ WWFM, subject to availability of funds, for that DATRO/ WWFM License. Any replacement DATRO/ WWFM License will be warranted for the remainder of the original warranty period.

8.2 DATRO/ WWFM Software described in any DATRO/ WWFM Documentation is subject to continuous development and improvement. All particulars of DATRO/ WWFM Software and its use as described in the applicable DATRO/ WWFM Documentation are given by DATRO/ WWFM in good faith. Consequently, the information contained in DATRO/ WWFM Documentation is subject to change without notice and is not warranted to be error free. If you discover any errors in DATRO/ WWFM Documentation please report them to DATRO/ WWFM in writing. Any DATRO/ WWFM Documentation provided to you that relates to specific industry quality and functional safety standard compliance may assist you in applying to a competent auditor for certification of Your Software or Your Hardware, but you acknowledge and agree that on its own such DATRO/ WWFM Documentation may not provide sufficient evidence of, or be compatible with, the required safety compliance standards.

8.3 Except as provided in clause 8.1 above, you agree that WWFM-DSAP Protocol, Network and/or Land Traffic Control (LTC) System, and any associated support and maintenance, are licensed or provided (as applicable) “as is”, and that DATRO/ WWFM and its licensors expressly disclaim all representations, warranties, conditions or other terms, express or implied or statutory, including, without limitation, the implied warranties of merchantability, non-infringement, satisfactory quality, and fitness for a particular purpose. You acknowledge that it is your responsibility to satisfy yourself that any WWFM-DSAP Protocol, Network and/or Land Traffic Control (LTC) System are fit for the intended purpose and satisfy your requirements, including compatibility with Your Hardware, and you expressly assume all liabilities and risks relating to (i) any use of a WWFM-DSAP Protocol, Network and/or Land Traffic Control (LTC) System which is inconsistent with its design or any guidance provided to you in the applicable DATRO/ WWFM Documentation, and/or (ii) any use of an WWFM-DSAP Protocol, Network and/or Land Traffic Control (LTC) System with Your Software or Your Hardware where such software or hardware (as applicable) is not supported by or compatible with the relevant WWFM-DSAP Protocol, Network and/or Land Traffic Control (LTC) System.

8.4 You expressly assume all liabilities and risks relating to your use or operation of Your Software and Your Hardware designed or modified using WWFM-DSAP Protocol, Network and/or Land Traffic Control (LTC) System, including without limitation, Your software or Your Hardware designed or intended for safety-critical applications. Should Your Software or Your Hardware prove defective, you assume the entire cost of all necessary servicing, repair or correction.

LIMITATION OF LIABILITY

10.1 WWFM-DSAP Protocol, Network and/or Land Traffic Control (LTC) System may contain material owned or developed by third parties, including but not limited to open source software, freeware and commercial software (“Third Party Material”). Details relating to such Third Party Material shall be detailed in the Third Party Licenses File(s). Your use of such Third Party Material is subject to your compliance with the applicable Third Party Material license(s).

10.2 WWFM-DSAP Protocol, Network and/or Land Traffic Control (LTC) System hereby disclaims any and all warranties express or implied from any third parties regarding, or otherwise connected with, any Third Party Material included in WWFM-DSAP Protocol, Network and/or Land Traffic Control (LTC) System and any Third Party Material from which any WWFM-DSAP Protocol, Network and/or Land Traffic Control (LTC) System are derived, and/or your use of any or all of the Third Party Material in connection with Your Software or Your Hardware, including (without limitation) any warranties of satisfactory quality or fitness for a particular purpose.

10.3 No Third Party Material licensors shall have any liability for any direct, indirect, incidental, special, exemplary, or consequential damages (including without limitation lost profits) howsoever caused and whether made under contract, tort or otherwise arising in any way out of your use or distribution of the Third Party Material or the exercise of any rights granted under this License, even if advised in advance of the possibility of such damages.

GOVERNMENT REQUIREMENTS

11.1 To the extent that you are an agency, contractor or instrumentality of the U.S. Government, you and we agree that:

1. WWFM-DSAP Protocol, Network and/or Land Traffic Control (LTC) System are commercial computer software and commercial computer software documentation, and that your rights therein are as specified in this License, per FAR 12.212 and DFARS 227.7202-3, as applicable, or in the case of NASA, subject to NSF 1852.22786. DATRO/ WWFM acknowledges that, whilst commercial computer software or commercial computer software documentation shall be acquired under licenses customarily provided to the public, such licenses must be consistent with U.S. Federal law and otherwise satisfy the U.S. Government’s needs (“U.S. Government Requirements”); and
2. you may assign your rights under this License to the relevant US Government Federal Department or the successor contractor designated by the US Government Federal Department upon termination of your related prime contract with that US Government Federal Department. If you exercise your rights under this clause 11.1(b), you acknowledge and agree that you shall remain liable to DATRO/ WWFM in respect of all your obligations under this License.

11.2 If there is any material inconsistency between (i) either a U.S. Government Requirement or a requirement of another government with which DATRO/ WWFM is mandated by statute to comply and (ii) any provision of this License, the terms of the relevant government requirement shall prevail and the provision in question shall be deemed varied or deleted (as applicable) as required by the terms of the relevant government requirement. For the avoidance of doubt, in such circumstances, all other terms, conditions and provisions of this License will continue to be valid to the fullest extent permitted by law in accordance with the below clause 13.3.

TERM AND TERMINATION

12.1 Subject to clauses 12.2 and 12.3 below, this License shall remain in force until terminated by you, by DATRO/ WWFM or (in the case of a time limited license) by expiry.

12.2 In the event of a party breaching of any of the terms and conditions of this License, which if capable of remedy, has not been remedied by that party within thirty (30) days of the date of breach, without prejudice to any of its other rights under this License, the non-breaching party may terminate this License immediately upon giving written notice to the breaching party. Upon termination of this License by you or by DATRO/ WWFM, or upon expiry, you shall (and shall ensure that your Permitted Users shall) immediately (i) stop using the relevant WWFM-DSAP Protocol, Network and/or Land Traffic Control (LTC) System (or any element thereof) and any Confidential Information and, (ii) destroy all copies of the same in your possession or control, together with all DATRO/ WWFM Documentation and related materials.

12.3 Notwithstanding the foregoing, except where DATRO/ WWFM has terminated this License for your breach, your rights (if applicable) to distribute any of Your Software or Your Hardware developed using the WWFM-DSAP Protocol, Network and/or Land Traffic Control (LTC) System prior to termination or expiry of this License shall (subject to your continued compliance with the terms and conditions of this License) survive such termination or expiry.

12.4 Without limitation to the survival of other terms as expressly set out elsewhere in this License, upon termination or expiry of this License, the provisions of clauses 1, 3.1, 3.5, 4, 7, 8, 9, 10, 12 and 13 shall survive.

GENERAL

13.1 This License is governed by English Law. Notwithstanding the foregoing, to the extent that you are an agency, contractor or instrumentality of the U.S. Government, disputes arising under or relating to this License shall be decided under the U.S. federal law of government contracting, including without limitation the Contract Disputes Act. Nothing in this License shall prevent you from enforcing your intellectual property rights or seeking injunctive or other equitable relief in any court of competent jurisdiction. The parties hereby disclaim application of the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act.

13.2 Except where DATRO/ WWFM agrees otherwise in (i) a written contract signed by you and DATRO/ WWFM, or (ii) a written contract provided by DATRO/ WWFM and accepted by you, this License (including any documents expressly incorporated herein) is the only agreement between you and DATRO/ WWFM relating to the WWFM-DSAP Protocol, Network and/or Land Traffic Control (LTC) System and it may only be modified by written agreement between you and DATRO/ WWFM. No terms and conditions contained in any purchase order or other document issued by you, or any advertising or other representation by you or any third party shall add to, supersede or in any way vary the terms and conditions of this License. This License (and any documents expressly incorporated into it by reference herein) represents the entire agreement between you and DATRO/ WWFM in relation to its subject matter.

13.3 If any clause or sentence in this License is held by a court of law to be illegal or unenforceable, the remaining provisions of this License shall not be affected. Any failure by DATRO/ WWFM to enforce any of the provisions of this License, unless waived in writing, shall not constitute a waiver of DATRO/ WWFM’s rights to enforce such provision or any other provision of this License in the future.

13.4 Subject to clause 11.1(b), neither this License or any rights granted to you under it may be assigned, sub-licensed or otherwise transferred by you to any third party without the prior written consent of DATRO/ WWFM. An assignment shall be deemed to include, without limitation (i) any transaction or series of transactions whereby a third party acquires, directly or indirectly, the power to control the management and policies of you, whether through the acquisition of voting securities, by contract or otherwise; and (ii) the sale of more than fifty percent (50%) of your assets whether in a single transaction or series of transactions. Notwithstanding the foregoing, DATRO/ WWFM may, in its discretion acting reasonably, separately agree to authorise the re-host of a Licensed Seat (for which additional charges may apply).

13.5 Subject to any applicable legal restrictions, including but not limited to those relating to the security of classified information, at DATRO/ WWFM’s reasonable request, (i) you agree to check your computers for installations of the WWFM-DSAP Protocol, Network and/or Land Traffic Control (LTC) System, copies of License Keys, contents of any license server log files, individual or concurrent usage of Licensed Seats, and any other information requested by DATRO/ WWFM relating to WWFM-DSAP Protocol, Network and/or Land Traffic Control (LTC) System installation, usage and License Key management, and, to provide this information to DATRO/ WWFM; and (ii) you agree that DATRO/ WWFM may instruct appropriately qualified independent auditors to perform such checks by prior appointment during your normal business hours on reasonable notice. In respect of any audit, DATRO/ WWFM shall bear the auditors’ costs for that audit unless it reveals unlicensed usage, in which case you shall promptly reimburse DATRO/ WWFM for all reasonable costs and expenses, including professional fees, relating to such audit. Any information which is disclosed to DATRO/ WWFM or such auditors during checking or audit shall be treated as your confidential information and shall only be used by DATRO/ WWFM for compliance and enforcement purposes.

13.6 DATRO/ WWFM Confidential Information, WWFM-DSAP Protocol, Network and/or Land Traffic Control (LTC) System and any other DATRO/ WWFM products provided under this License may be subject to U.K., European Union, and U.S. export control and sanctions laws and regulations, including the U.S. Export Administration Regulations (“EAR”) (hereafter collectively referred to as “Export Regulations”). The parties agree to comply fully with all applicable Export Regulations. You agree that you shall not, either directly or indirectly, export in breach of the Export Regulations any DATRO/ WWFM Confidential Information, WWFM-DSAP Protocol, Network and/or Land Traffic Control (LTC) System or other DATRO/ WWFM products received under this License, nor any direct products thereof: (i) to any country, company or person subject to export restrictions or sanctions under the applicable Export Regulations without required export authorisation; or (ii) for any prohibited end use, which at the time of export requires an export license or other governmental approval, without first obtaining such license or approval. You are responsible for determining the jurisdiction and classification of the designs you create using DATRO/ WWFM Confidential Information, WWFM-DSAP Protocol, Network and/or Land Traffic Control (LTC) System or other DATRO/ WWFM products. DATRO/ WWFM Confidential Information, WWFM-DSAP Protocol, Network and/or Land Traffic Control (LTC) System or other DATRO/ WWFM products provided under this Licensee are dual-use, and are not listed on the UK Military List, nor are they subject to the International Traffic in Arms Regulations (ITAR), the 600 Series of the EAR or other military export control regimes. The parties are prohibited from sharing ITAR-controlled technical data, 600 series-controlled technology, other export controlled military data, or any other data that might require an export license or other export authorisation without prior written consent from the other party. Further, DATRO/ WWFM is expressly authorised to use non-U.S. and non-UK citizens for the performance of this License, in full compliance with all applicable laws.

13.7 All notices which are required to be given hereunder must be in English and in writing and must be delivered: (i) personally to the other party’s employee with the authority to accept such delivery (in which case it will be deemed served immediately), (ii) by first class post (in which case it will be deemed served on the third business day after it was posted) to the Notice Address (as defined below), or (iii) by registered commercial courier (in which case it will be deemed served on the second business day after deposit with the courier) to the Notice Address (as defined below). This clause shall not apply to the service of any proceedings or other documents in a legal action. The “Notice Address” for the purposes of sub-clauses (ii) and (iii) above means Unit 29 Highcroft Industrial Estate, Enterprise Road, Waterlooville, England, PO8 0BT, Attention: Management. To be effective, any notice delivered pursuant to sub-clauses (i), (ii), or (iii) of this clause 13.7 must also be emailed to [email protected] no later than twenty-four (24) hours after the notice is deemed served.

DATRO Consortium Ltd/ WWFM-DSAP Document, Version 1.0, Effective Date 24.10.2024