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TECHNICAL PUBLICATIONS LICENSE AGREEMENT

1. License. This Technical Publications License Agreement (“Agreement”), together with the Terms and Conditions of Sale available at https://hartzellprop.com/services/subscription-tools/terms-and-conditions/ and incorporated herein (the “Terms and Conditions”), govern the licensing by Hartzell Propeller, LLC, an Ohio limited liability company (“Licensor”) of the technical publications, manuals, and other written materials made available by Licensor, whether in written or electronic form (the “Licensed Products”), to the business purchasing a license of one or more of the Licensed Products or downloading or receiving a copy of one or more of the Licensed Products (the “Licensee”). This Agreement applies to any Licensed Product, whether licensed or made available to Licensee at the discretion of Licensor.
2. Scope of License. Subject to and conditioned on Licensee’s payment to Licensor of amounts owing for licensing the Licensed Product, if applicable, and compliance with the Terms and Conditions, Licensor hereby grants to Licensee a non-exclusive, non-transferable, non-sublicensable right to download and use electronic copies of the applicable Licensed Products for Licensee’s internal business purposes at a single Licensee business location. The number of concurrent users of the Licensed Products is unlimited. Except as otherwise set forth in this Agreement, the license rights granted pursuant to this Section 2 are for the Term, but subject to earlier termination due to Licensee’s breach of this Agreement or the Terms and Conditions.
3. Retention of Title and Other Rights. No terms or conditions of this Agreement are intended to, and shall not be construed to, transfer to Licensee any right of title or ownership in any of the Licensed Products, or any other rights in or to the Licensed Products other than the license rights specified in this Agreement.
4. Term. The term of this Agreement (the “Term”) commences on the later of the date of Licensee’s acceptance of this Agreement and the date on which Licensee pays for the license, and shall expire upon expiration of the access period acquired by Licensee. Licensor may terminate this Agreement with no notice to Licensee in the event of Licensee’s breach of this Agreement or the Terms and Conditions.
5. Post-Termination Obligations. Within thirty (30) days after termination of this Agreement, Licensee shall delete from all of Licensee’s computer systems any copies or versions thereof, and shall certify to Licensor in writing that the terms of this Section 5 have been fully complied with by Licensee.
6. Prohibited Acts by Licensee. Licensee shall not, and shall not permit any person having access to the Licensed Products to: (i) download or otherwise make the Licensed Product available outside the Business Location; (ii) modify, enhance, or otherwise alter or prepare derivative works or improvements of any Licensed Product; (iii) lease, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available to any third-party or user at any location other than the Business Location, any Licensed Product; (iv) upload or otherwise making any of the Licensed Product accessible to any artificial intelligence model or program without Licensor’s prior written consent and in any event even with such consent only to an artificial intelligence model or program that is closed loop or secure; or (v) bypass, breach, or disable any security device or protection used for or contained in any Licensed Product.
7. Confidentiality. Licensee agrees that the Licensed Product, and any content of such Licensed Product, is confidential or proprietary information of Licensor (the “Confidential Information”). Licensee shall not use such Confidential Information except in its business that originally accessed it and in accordance with the terms of this Agreement and the Terms and Conditions, and shall not disclose any Confidential Information except to those employees of the business that originally accessed it with a need to know that Confidential Information for its business purposes and bound by similar obligations of confidentiality to Licensee. Licensee shall be responsible for any breach of this Section 7 by any recipient of Confidential Information from Licensee. Licensee shall maintain the security of the Confidential Information in the same manner it secures its own similarly situated information, but in no event less than a reasonable degree of security in the industry, including commercially reasonable administrative, technical, and physical safeguards designed to protect against unauthorized access. If access to the Licensed Product is made available through user credentials such as a user name and password or similar feature, such user credentials shall be considered Confidential Information of Licensor. Licensee’s obligations under this Section 7 shall remain in effect indefinitely.
8. AS IS. Licensee accepts each Licensed Product “AS IS”. Licensor makes no warranty with respect to any Licensed Product or its content, and Licensee agrees it shall hold harmless Licensor, its managers, members, officers, employees, and representatives from and against any claim of any error, defect, or mistake in any Licensed Product or the content thereof.
9. Security Features. The Licensed Product may contain technological measures designed to prevent unauthorized or illegal use of the Licensed Product. Licensee acknowledges and agrees that: (a) Licensor may use these and other lawful measures to verify Licensee’s compliance with the terms of this Agreement and the Terms and Conditions, and enforce Licensor’s rights, including all intellectual property rights, in and to the Licensed Product; and (b) Licensor may deny any individual access to and/or use of the Licensed Product on written notice to Licensee if Licensor, in its reasonable discretion, believes that person’s use of the Licensed Product would violate any provision of this Agreement or the Terms and Conditions, regardless of whether Licensee designated that person as an authorized user.
10. Updates and Upgrades. Updates and upgrades to the Licensed Products may be made by Licensor at any time and at its discretion. Such upgrades and updates will be made available to Licensee at no additional cost during the Term. After expiration of the Term, no new updates or upgrades will be available to Licensee. Once an update or upgrade to the Licensed Product is made available, Licensor shall have no responsibility for maintaining Licensee’s access to past versions of the Licensed Product.
11. Availability. Licensor does not guarantee the availability of the Licensed Product for download at any particular time. If Licensee experiences difficulty in accessing the Licensed Product during the Term, please contact Licensor at manuals@hartzellprop.com.
12. Export Compliance. Licensee acknowledges and agrees that the Licensed Product may be subject to governmental or quasi-governmental laws, statutes, ordinances, regulations, rules, orders, treaties, and other requirements of the United States, the country of Licensee’s facility or delivery point, and other jurisdictions in which the Licensed Product may be re-sold or delivered, restricting the sale, use, transfer, or recipients of the Licensed Product, now existing or hereafter arising (the “Export Laws”). Licensee represents to, warrants to, and covenants with Licensor that: (a) Licensee is not prohibited by any Export Law from purchasing and taking delivery of any Licensed Product; (b) Licensee will not sell or transfer any Licensed Product to any person or entity if such sale or transfer would be in violation of any Export Law, whether due to the person or entity receiving the Licensed Product, the destination of the shipment, or the intended use of the Licensed Product; and (c) Licensee will indemnify, defend, and hold harmless Licensor and its members, managers, officers, employees, and representatives from and against any fines, penalties, or other losses incurred or potentially to be incurred due to any violation or alleged violation of any Export Law. Licensee shall have no right to cancel any order due to any potential violation of any Export Law. Licensor reserves the right to cancel any purchase of or availability of any Licensed Product or to remove access to any Licensed Product if Licensor has reasonable grounds to believe that access will lead to a violation of any Export Law.
13. Consequential Damages Disclaimer. LICENSOR HEREBY DISCLAIMS ANY AND ALL CONSEQUENTIAL, INCIDENTAL, AND INDIRECT DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE LICENSED PRODUCT.
14. Governing Law; Exclusive Jurisdiction. This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of Delaware, without reference to conflict of law principles. Any dispute or other claim arising out of or relating to this Agreement shall be subject to the exclusive jurisdiction of state courts of competent jurisdiction in the State of Delaware. Each party waives any claim that any such court does not have jurisdiction or is an inconvenient form, and waives any right to remove any such dispute or other claim to federal court.
15. Remedies. Licensee acknowledges and agrees that in the event of breach or threatened breach of this Agreement by Licensee, the potential legal remedies of Licensor may be insufficient, and that Licensor shall be entitled to equitable remedies, including but not limited to specific performance and injunctive relief, in the event of breach or threatened breach of this Agreement by Licensee, without the need to pose or maintain bond. If Licensor is the prevailing party in any such dispute or claim, including Licensor being granted temporary or permanent equitable relief, Licensee shall reimburse Licensor its reasonable attorneys’ fees and costs incurred in that dispute or claim.
16. No Assignment. Licensee may not assign any rights or delegate any duties, or assign or delegate this Agreement, without the prior written consent of Licensor in each instance, which consent is in Licensor’s discretion. Any assignment without consent shall be void at the election of Licensor.
17. Entire Agreement. This Agreement and the Terms and Conditions constitute the entire agreement of the parties with respect to the matters contemplated herein and therein, and cannot be modified except in a writing signed by the parties hereto.