IMPORTANT: SUBSCRIPTIONS AUTOMATICALLY RENEW.
If you participate in a free trial offer for services, you will be charged an automatically renewing monthly fee on the first day following the conclusion of the first full calendar month after initiation of the services. If you participate in a free trial offer for services, you will be automatically charged the monthly fee at the conclusion of your free trial unless you terminate the services at least ten (10) days prior to the end of the free trial period. The services will automatically renew on a calendar monthly basis and SmartSky will continue to bill you until you affirmatively terminate the services. You may terminate the services by providing written notice of termination at least ten (10) days prior to the end of the current calendar month by email to: Skytelligence@SmartSkyNetworks.com. If you provide written notice of termination less than ten (10) days prior to the end of the current calendar month, the termination notice will be treated effective after the next calendar month. Termination will end the automatic renewals of your services, but SmartSky will keep any fees we have already collected for services delivered. You acknowledge and agree that SmartSky has no obligation to pay to you any amount due to termination of the services or provide any refund of any payments received from you.
Commercial End User License Agreement
This Skytelligence® Commercial End User License Agreement (these “Program Terms”) are entered into by the person accepting these terms and the legal entity that such person is accepting on behalf of (collectively the “User”) and SmartSky Networks, LLC (“SmartSky“); each of User and SmartSky a “Party” and collectively referred to as the “Parties.” User acknowledges and agrees that when User clicks the “I Accept” box as part of any online acceptance process for these Program Terms in order to participate in the Skytelligence Program (as defined below) and/or utilize the Skytelligence Platform (as defined below), that User accepts these Program Terms in their entirety. SmartSky reserves the right to modify these Program Terms at any time as set forth herein. User understands and agrees that if User clicks the “I Accept” box after any change or modification to these Program Terms, such act by User shall constitute acceptance by User to the updated Program Terms. User may not use the Skytelligence Platform or access the Program Materials if User does not accept these Program Terms in their entirety.
- Program Description
- Scope; Term
- These Program Terms govern User’s participation in the SmartSky innovative approaches to the secure exchange of information that supports the business objectives of a community of Users (the “Skytelligence Program”) and User’s access to and use of: (i) the SmartSky portal (“Skytelligence Platform“) and all of its content, data, applications, programs, documents, software development tools, or other materials provided by SmartSky and third parties in the Skytelligence Program that SmartSky makes available to User (collectively “Program Materials“), and/or (ii) User’s provision of content, data, documents, software development tools, or other materials to be made available through the Skytelligence Platform (collectively, “User Materials”).
- Nothing in these Program Terms will impair SmartSky’s right to develop, acquire, license, market, promote or distribute products, software or technologies that perform the same or similar functions as, or otherwise compete with, any other products, software or technologies that a User may develop, produce, market, or distribute, subject to applicable patents or copyrights.
- SmartSky reserves the right, at its sole discretion, to change, modify, add or remove portions of these Program Terms, at any time. It is User’s responsibility to check these Program Terms periodically for changes at: https://smartskynetworks.com/skytelligence-devhub-legal-terms. User hereby agrees that its continued use of Skytelligence Platform following the posting of changes constitutes User’s acceptance and agreement to the changes.
- The term of these Program Terms (the “Term“) will begin on the date User accepts these Program Terms and will continue until terminated by User or SmartSky.
- SmartSky reserves the right to suspend or terminate User’s participation in the Skytelligence Program and/or User’s access to the Skytelligence Platform and Program Materials at SmartSky’s discretion with or without notice to User and without any liability to User or any third party.
- User may terminate these Program Terms at any time by providing notice of termination to SmartSky at: Skytelligence@SmartSkyNetworks.com and ceasing any use of the Skytelligence Platform and Program Materials (other than User Materials).
- Registration; Acceptance; Data Privacy
- Conditioned upon meeting the requirements of SmartSky, User will obtain credentials to access the Skytelligence Platform (a “User Account”).
- SmartSky may verify the information User provides during the configuration of its User Account.
- User agrees that any use of the Program Materials and User Materials, or contribution of User Materials or any other person accessing through the User Account will be bound by these Program Terms.
- Scope; Term
- Violating the security of the Skytelligence Platform is prohibited and may result in criminal and civil liability. User agrees not to disclose User Account information to any third party absent SmartSky’s prior written consent, which consent may be requested from SmartSky at Skytelligence@SmartSkyNetworks.com. User agrees and acknowledges it is solely responsible for any activity conducted on its User Account or with its User Account information.
- User is required to notify SmartSky without delay of any fraudulent access to its User Account or any unauthorized use by any third party of which User becomes aware. In such a case, User acknowledges that SmartSky shall have the option to suspend or cancel at any time User’s User Account and/or the functions related to the use thereof.
- SmartSky reserves the right, at any time and without prior notice, to revoke the User Account, prohibit the use of Program Materials, or delete User Materials in the event of a breach of these Program Terms or for any reason deemed reasonable by SmartSky.
- Content and Restrictions
- Program Materials
- SmartSky grants User a revocable, limited use, non-exclusive, non-transferable right during the Term of these Program Terms, as specifically authorized by SmartSky, to access the Skytelligence Platform and specified Program Materials.
- SmartSky retains title to, and all ownership interests in, the Skytelligence Platform and SmartSky provided Program Materials. Third parties providing Program Materials retain title to and all ownership interests in its User Materials including all intellectual property rights. User agrees not to remove, obscure, or alter any proprietary rights notices (including copyright and trademark notices) that may be affixed to or contained within the Program Materials.
- Program Materials
- Program Materials may include materials, data, content, or resources obtained from third parties (collectively, “Third Party Materials”), which may be protected by intellectual property rights which are owned by the third party providers (or by other persons or entities on their behalf).User agrees to comply with any third party license terms applicable to any Third Party Materials accessed, copied, or downloaded by User through the Skytelligence Platform.User acknowledges and agrees not to use any Third Party Materials in a way that would infringe or violate the rights of any other party and that SmartSky is not responsible for any such use.User acknowledges that its access and use of Third Party Materials may be subject to separate terms between User and the relevant third party. SmartSky assumes no obligations with respect to any such third party and/or Third Party Materials, does not provide any warranty with respect thereto, and assumes no liability or obligation for the availability of and/or use of any Third Party Materials.SmartSky and/or third party providers may charge for access and/or use of Program Materials as identified and agreed upon in a separate written agreement and in such event, User agrees to pay the fees as stated in such separate written agreement.
- USER AGREES TO COMPLY WITH ALL DOMESTIC AND INTERNATIONAL EXPORT LAWS AND REGULATIONS THAT APPLY TO THE PROGRAM MATERIALS AND USER MATERIALS. THESE LAWS INCLUDE RESTRICTIONS ON DESTINATIONS, END USERS, AND END USE.
- User may neither use (i) any means to manipulate the Skytelligence Platform or attempt to exceed the limited authorization and access granted to User, nor (ii) devices or programs to catalog, download, or otherwise reproduce, store, or distribute content available on the Skytelligence Platform except as expressly permitted in writing by SmartSky.
- SmartSky does not guarantee the accuracy, integrity, or quality of any Program Materials made available on or through the Skytelligence Platform. SmartSky shall have the right (but not the obligation) in its sole discretion to monitor, refuse, or remove any Program Materials that are available via the Skytelligence Platform for any or no reason.
- SmartSky takes no responsibility and assumes no liability for any content uploaded, transmitted, or downloaded by User or any third party, or for any mistakes, defamation, slander, libel, omissions, falsehoods, obscenity, pornography, or profanity User may encounter. As the provider of the Skytelligence Platform, SmartSky is not liable for any statements, representations, or content provided by User and/or any users of the Skytelligence Platform. SmartSky is not responsible for any use by User of the Skytelligence Platform and/or Program Materials in violation of any agreement between SmartSky and User. Any opinions, advice, or recommendations expressed within Third Party Materials are those of the third party providing such content and not those of SmartSky. SmartSky does not endorse any content or any opinion, recommendation, or advice expressed within Third Party Materials. SmartSky reserves the right to take such action as deemed appropriate, including suspension and/or termination access to the Skytelligence Platform, in cases where the Skytelligence Platform is used to disseminate statements that are harmful, inflammatory, or offensive.
- User agrees to use the Program Materials (whether provided by SmartSky or others), as well as any software, data, documents and/or other information provided in connection with the Program Materials or Skytelligence Platform, in a manner consistent with all applicable laws and regulations. Additionally, User will not, except with the prior written permission of SmartSky which can be in the form of email from SmartSky, provide User Materials or use the Program Materials, Skytelligence Platform, related software, or content to upload, post, email, distribute, transmit, link, solicit, or otherwise make available any content in any manner that:
- is unlawful, harmful to minors, threatening, harassing, abusive, defamatory, slanderous, vulgar, gratuitously violent, obscene, pornographic, indecent, lewd, libelous, invasive of another’s privacy, or racially, ethnically or otherwise offensive, hateful, or abusive;
- infringes someone else’s patent, trademark, trade secret, copyright, or other intellectual property or other rights;
- removes any proprietary notices or labels;
- advocates or solicits violence, criminal conduct, or the violation of any local, state, national or international law, or the rights of any third party;
- is deceptive in any way, such as by offering to sell fraudulent goods, containing an impersonation of a person or entity, or misrepresenting an affiliation with a person or entity;
- constitutes unsolicited or unauthorized advertising, junk or bulk e-mail (SPAM), chain letters, or any other unsolicited commercial or non-commercial communication (this provision does not prohibit use of advertising within User application(s));
- interferes with others using the Skytelligence Platform or disrupts, interferes with, or inhibits any other user from enjoying the Skytelligence Platform or other affiliated or linked websites, material, contents, products, or services;
- is off-topic according to the description of the group, forum, or webpage;
- contains software viruses, worms, time bombs, corrupted files, Trojan horses, or any other computer code, files, or programs that are designed or intended to disrupt, damage, overburden, impair, or limit the functioning of any software, hardware, network, server, or communications systems or equipment;
- contains a charity request, petitions for signatures, chain letters, or letters relating to a pyramid scheme;
- uses any SmartSky domain name as a pseudonymous return email address;
- contains any offer for unsolicited goods or services or any advertising or promotional materials, except in those areas specifically designated for such purpose; attempts to disable, bypass, modify, defeat, or otherwise circumvent any of the digital rights management or other security related tools incorporated into the Program Materials, software or any content or the Skytelligence Platform;
- reproduces, duplicates, copies, sells, trades, resells, or exploits for any commercial purposes, any portion of the Skytelligence Platform, use of the Skytelligence Platform, or access to the Skytelligence Platform;
- makes derivative uses of the Skytelligence Platform;
- uses, frames, or utilizes framing techniques to enclose any portion of the Skytelligence Platform (including the images found at the Skytelligence Platform or any text or the layout/design of any page or form contained on a page);
- provides material support or resources (or conceals or disguises the nature, location, source, or ownership of any material support or resources) to any organization(s) designated by the United States government as a foreign terrorist organization pursuant to section 219 of the Immigration and Nationality Act;
- systematically collects and uses any content including the use of any data mining, or similar data gathering and extraction methods;
- modifies, translates, decompiles, disassembles, uses reverse engineering or otherwise attempts to derive the source code for the computer systems and other technology that operate the Skytelligence Platform or Program Materials.
2.4.6 USER SHALL NOT USE OR PERMIT TO BE USED THE SKYTELLIGENCE PLATFORM FOR THE DISTRIBUTION AND USE OF ANY FLIGHT SAFETY OR CRITICAL MANNER (AS DEFINED BY FAA) AND SMARTSKY IS NOT LIABLE FOR ANY OBLIGATIONS, DAMAGES, COSTS, EXPENSES, FINES AND LIABILITIES OF ANY SORT ARISING FROM ANY SUCH PROHIBITED USE.
- . If User sends or submits to SmartSky creative ideas, suggestions, inventions, or materials with respect to the Program Materials (“Feedback”), SmartSky shall: (a) not be subject to any obligation of confidentiality and shall not be liable for any use or disclosure of any Feedback; and (b) be entitled to unrestricted use of the Feedback for any purpose whatsoever, commercial or otherwise, without compensation to User or any other person. User agrees that User shall have no recourse against SmartSky for any alleged or actual infringement or misappropriation of any proprietary right in Feedback. User hereby represents and warrants that any Feedback submitted to Smartsky will not infringe or constitute a misappropriation of any right of any third party, including any copyrights, patents, trade secret, trademarks or confidentiality rights.
- Some of the software required by or included in the Program Materials may be offered under an open source license. To the limited extent that an open source software license term conflicts with these Program Terms, the open source license will govern with respect to the applicable open source software and other than to that limited extent, User is required to comply with these Program Terms. User agrees to comply with all applicable Freeware and Open Source Software (“FOSS”) licensing terms. User also agrees not to use any FOSS in the development of User Materials in such a way that would cause the non-FOSS portions of the Program Materials to be subject to any FOSS licensing terms or obligations.
- Publicity and Trademarks
- The SmartSky logo (the “Logo”) is a trademark, service mark and registered mark of SmartSky Networks, LLC. Other trademarks, service marks, graphics, logos and domain names appearing as part of the Skytelligence Platform or Program Materials or on any related websites may be the trademarks or service marks of SmartSky or of third parties (collectively with the Logo, the “Marks”). Neither User’s access to and use of the Skytelligence Platform or Program Materials nor these Program Terms grant User any right, title or interest or license to reproduce or otherwise use the Marks or any graphics, logos or domain names. Any goodwill in the Marks generated as a result of User’s use of the Program Materials will inure to SmartSky’s benefit or the benefit of the applicable third-party owner. User shall not at any time, nor shall User assist others to, challenge SmartSky’s right, title, or interest in or to, or the validity of, SmartSky’s Marks or any other intellectual property rights of SmartSky’s.
- Unless otherwise expressly approved by SmartSky beforehand in writing, User may not make any statement, press release or other public communication regarding these Program Terms or the use of the Program Materials, nor may User state or imply any endorsement by SmartSky of any product or application.
- 4. General Provisions
- Indemnification. To the extent permitted by law, User agrees to indemnify, and hold harmless SmartSky, its directors, officers, employees, independent contractors, partners, dealers, suppliers, customers, and agents (each a “SmartSky Indemnified Party“) from any and all third party claims (including but not limited to tort, negligence, personal injury, and strict product liability), losses, liabilities, damages, expenses, and costs (including without limitation attorney’s fees and court costs) (collectively “Losses“) against or otherwise incurred by a SmartSky Indemnified Party resulting from: (1) breach by User, and/or its users of User Materials of these Program Terms, (2) the use of User Materials by (i) SmartSky, or (ii) any third party person including, without limitation, user(s) of User Materials, and/or (3) the use of User Feedback by SmartSky that results in violation of any law or infringes any patent, copyright, trade secret, trademark, or confidentiality agreement (4) any claims by any users of User Materials, or (5) any claims that any User Materials violates any law or infringes any patent, copyright, trade secret, or trademark.
- A SmartSky Indemnified Party shall promptly notify User in writing of any such claim. The SmartSky Indemnified Party shall be entitled, at its sole option, to participate in or assume in total the defense of any such claim at its sole expense and User agrees to cooperate as fully as reasonably required in the defense.
- Termination, and Modification
- These Program Terms and all rights granted to User hereunder will immediately and automatically terminate if: (a) User violates any provisions of these Program Terms; or (b) User engages in any action that disparages SmartSky or any of its affiliates or otherwise devalues the name, logos, trademarks, goodwill, or reputation of SmartSky or any of its affiliates.
- Notwithstanding the foregoing, all terms of sections 2, 3 and 4 survive the termination of these Program Terms and remain enforceable.
- USER UNDERSTANDS AND AGREES THAT USER’S USE OF THE SKYTELLIGENCE PLATFORM, PROGRAM MATERIALS, AND/OR THIRD PARTY MATERIALS IS AT USER’S OWN RISK AND THAT THE SKYTELLIGENCE PLATFORM, PROGRAM MATERIALS, THIRD PARTY MATERIALS AND SUPPORT SERVICES (IF ANY) ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND FROM SMARTSKY.
- User acknowledges and agrees that SmartSky has no obligation, responsibility or liability related to the access, use, results or any other matter related to the performance or lack thereof of third party provided Program Materials and/or user materials.
- USER IS SOLELY RESPONSIBLE FOR ANY DAMAGE TO ANY SYSTEM OR DEVICE THAT MAY ARISE FROM SUCH USE. SMARTSKY MAKES NO WARRANTY OR GUARANTEE THAT USER’S USE WILL BE UNINTERRUPTED, TIMELY, OR ERROR FREE, OR THAT ANY ERRORS IN THE SKYTELLIGENCE PLATFORM, PROGRAM MATERIALS, OR THIRD PARTY MATERIALS WILL BE CORRECTED.
- SMARTSKY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES IN THE SKYTELLIGENCE PLATFORM, PROGRAM MATERIALS, AND THIRD PARTY MATERIALS.
- IF DISCLAIMER OF ANY IMPLIED WARRANTY IS NOT PERMITTED BY LAW, THE DURATION OF SUCH IMPLIED WARRANTY IS LIMITED TO THIRTY (30) DAYS FROM THE DATE THE PROGRAM MATERIALS WERE ACCESSED BY USER.
- TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW, IN NO EVENT AND UNDER NO LEGAL THEORY, WHETHER IN TORT (INCLUDING NEGLIGENCE), CONTRACT, WARRANTY, PRODUCTS LIABILITY, OR OTHERWISE, WILL SMARTSKY OR ANY OF ITS AFFILIATES, SUPPLIERS, OR LICENSORS BE LIABLE FOR ANY DAMAGES, INCLUDING ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATED TO THESE TERMS, THE USE OF THE SKYTELLIGENCE PLATFORM OR PROGRAM MATERIALS, OR ANY INABILITY TO USE THE SKYTELLIGENCE PLATFORM OR PROGRAM MATERIALS, (INCLUDING WITHOUT LIMITATION LOSS OF GOODWILL, BUSINESS INTERRUPTION, LOST PROFITS OR DATA, FAILURE OR MALFUNCTION OF ANY COMPUTER OR ELECTRONIC SYSTEM, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES), EVEN IF SMARTSKY OR ANY OF ITS AFFILIATES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING THE FOREGOING, IN NO EVENT SHALL SMARTSKY’S TOTAL LIABLITY TO USER UNDER THESE TERMS FOR ANY DAMAGES EXCEED THE AMOUNT OF ONE THOUSAND DOLLARS ($1,000.00). THE FOREGOING LIMITATIONS SHALL APPLY EVEN IF ANY REMEDY GRANTED HEREIN FAILS OF ITS ESSENTIAL PURPOSE.
- THE LIMITATIONS HEREIN APPLY REGARDLESS OF WHETHER USER HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH LOSS OR DAMAGE OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.
- SMARTSKY IS NOT LIABLE FOR ANY COST OR EXPENSE USER INCURS WHATSOEVER IN CONNECTION WITH THESE TERMS OR THE DEVELOPMENT OF USER’S MATERIALS, PRODUCTS OR APPLICATIONS.
- The SKYTELLIGENCE PLATFORM AND PROGRAM MATERIALS ARE NOT fail-safe and ARE not designed or intended for use in situations requiring fail-safe performance or any use in which an error or interruption in the System or Services could lead to severe injury to business, persons, property or environment. The SKYTELLGENCE PORTAL AND SKYTELLIGENCE MATERIALS should not be relied upon for ANY SAFETY SYSTEM OR ANY SITUATIONS REQUIRING FAILSAFE PERFORMANCE, AND ANY SUCH USE IS AT USER’S DISCRETION AND SOLE LIABILITY.
- The Parties shall comply with all applicable laws and regulations related to their performance hereunder.
- User shall be liable for the payment of all taxes related to the performance of these Program Terms excluding tax related to income of SmartSky.
- These Program Terms do not constitute an agency relationship between SmartSky and User and neither SmartSky nor User shall hold itself out to be the legal representative, agent, or employee of the other Party for any purpose whatsoever.
- SmartSky can assign these Program Terms in whole or in part to anyone SmartSky chooses. User may not assign these terms or its obligations to anyone else without SmartSky’s prior written consent.
- Any written notice from User required by these Program Terms will be considered given when SmartSky receives it by registered, courier, express, or other verified mail service at the following address: 430 Davis Drive, Suite 350, Morrisville, NC 27560, Attn: Vice President, Supply Chain, with a copy at the same address to the Office of General Counsel. Any written notice from SmartSky required by these Program Terms will be considered given when SmartSky sends it to User by email to its last known email address, such address may be updated by User by sending updated email address to SmartSky at: Skytelligence@SmartSkyNetworks.com.
- If any provision of these Program Terms shall be held invalid or unenforceable by a court of competent jurisdiction, such provision shall be deemed deleted from these Program Terms and replaced by a valid and enforceable provision which, so far as possible, achieves the same economic and other benefits for SmartSky and User as the severed provision was intended to achieve, and the remaining provisions of these Program Terms shall continue in full force and effect.
- These Program Terms shall be governed by, construed and interpreted in accordance with the laws of the State of North Carolina, without reference to (i) the conflicts of laws principles thereof and (ii) the United Nations Conventions on Contracts for the International Sale of Goods. User hereby submits itself to the jurisdiction of the State of North Carolina and agrees that, for the purposes of any action brought by User under these Program Terms, the exclusive venue for any claims shall be the state courts located in Wake County, North Carolina, or the Federal District Court in the district of North Carolina within which Wake County, North Carolina, is located. SmartSky may, pursuant hereto, bring any action hereunder or any claim for money due in the aforementioned United States District Court, or, at its sole option, may bring any action in any other court of competent jurisdiction.
- These Program Terms may be changed, modified, supplemented or updated by SmartSky from time to time without advance notice and at any time by posting revisions with a new effective date. Your continued use of the Skytelligence Platform after a posted change in these Program Terms is your agreement to the revised Program Terms. User is responsible to review these Program Terms from time to time to make sure User is aware of the current Program Terms.
THIRD PARTY TERMS AND CONDITIONS:
General Terms and Conditions IATA Turbulence Aware
1. License. The International Air Transport Association(“IATA”)hereby grants the Company a non-exclusive, non-transferable, license to access on-line the IATA Turbulence Aware demonstration site (“Demo Site”). The Demo Site contains de-identified data relating to turbulence incurred by airlines; which data is collected from airlines that participate in the ITA (“Data”). This license allows use of the Demo Site and Data by employees of the Company solely for the purpose of evaluating internally the Company’s interest in participating and/or subscribing to the ITA (“Purpose”).
2. Restrictions. The Company may not remove any proprietary notices, labels, or marks on the Data or Demo Site. The Company may not distribute, transfer or otherwise disclose the Data or Demo Site to any third party nor create derivative works based upon the Data. The Company may not attempt to reverse engineer or decompile the Data.
3. Use of the Demo Site and Data. The Company warrants that it shall maintain the Data confidential and that the Demo Site and Data will be used solely for the Purpose set out above. The Company further warrants that the Demo Site will be accessed solely by employees of the Company and that all Company employees will comply with this agreement.
4. Intellectual Property. All rights, title and interest in and to the Data and Demo Site and any accompanying materials or related thereto, are owned by IATA and/or its licensors.
5. Disclaimer of Warranty. The Company expressly acknowledges and agrees that the use of th Ae Demo Site and Data is at Company’s sole risk. The Demo Site is provided “AS IS” and without warranty of any kind. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAWS IATA AND ANY OTHER ENTITY DIRECTLY OR INDIRECTLY INVOLVED WITH THE DATA SUBMISSION, COLLECTION AND DELIVERY (COLLECTIVELY REFERED TO AS “IATA ET AL”) EXPRESSLY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IATA ET AL DO NOT WARRANT THAT THE INFORMATION CONTAINED IN THE DEMO SITE WILL MEET ANY OF THE COMPANY’S REQUIREMENTS, OR THAT THE OPERATION AND/OR DELIVERY OF THE DEMO SITE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE DEMO SITE WILL BE CORRECTED. FURTHERMORE, IATA ET AL DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE DATA IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE.
6. Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAWS, UNDER NO CIRCUMSTANCES, SHALL IATA ET AL, THEIR AFFILIATES OR THEIR DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS, BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION AND THE LIKE) ARISING OUT OF THE USE OR INABILITY TO USE, OR ERRORS IN, THE DEMO SITE AND DATA OR ANY OTHER CLAIM RFELATED TO THIS AGREEMENT, EVEN IF IATA ET AL HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
7. Termination. Access to the Demo Site will terminate immediately without notice from IATA if Company fails to comply with any provision of the agreement. IATA reserves the right to cancel or interrupt access to the Demo Site at any time upon notice.
8. No Waiver or Assignment. No delay or failure to act under this agreement will constitute a waiver unless expressly waived in writing by IATA and no single waiver will constitute a continuing or subsequent waiver. This agreement may not be assigned, sublicensed or otherwise transferred by the Company, by operation of law or otherwise, without IATA’s prior written consent.
9. Governing Law and Severability. This agreement shall be governed by and construed in accordance with the laws of Quebec, Canada, without regard to its conflict of laws provisions. Any disputes arising out of or in connection with this agreement shall be settled in the Quebec courts having competent jurisdiction. If for any reason a court of competent jurisdiction finds any provision of this agreement, or portion thereof, to be unenforceable, that provision shall be enforced to the maximum extent permissible and the remainder of this agreement shall continue in full force and effect.
10. Entire Agreement. The Registration Form together with these General Terms and Conditions, and Appendix A if applicable, (together the “agreement”) constitute the entire agreement between the parties with respect to its subject matter and supersede all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter. No amendment to or modification of this agreement will be binding unless in writing and signed by a duly authorised representative of IATA and the Company.
11. Survival. Articles 2, 4 through 6, 9 and 10 shall survive the agreement.
- If your Company wishes to contribute its turbulence data to ITA, the following additional terms apply:
1.1 IATA will inform you of the data fields and format and the transmission options for such transmission.
1.2 IATA may use and disclose such data within its ITA to ITA subscribers and trial users in a de-identified manner or decide not to disclose that data and may disclose your data in an identified manner to your Company or your Authorized Agent, as applicable.
- If your Company wishes to name an Authorized Agent to receive the ITA Data on your behalf, the following additional terms will apply:
2.1 Authorized Agent or Agent means an entity having been authorized by one or more specific ITA subscribers or trial users to receive and use the ITA Data for that or those ITA subscribers or trial users only (and in no event for weather/turbulence forecasting) and for demo purposes to potential ITA subscribers, and which IATA confirms in writing as an Authorized Agent for that or those ITA subscribers or trial users.
2.2. Your Company will be required to send IATA a confirmation letter. IATA will provide the template letter for your completion.
2.3 Such Authorized Agent will solely be provided access to the Data following execution of an Authorized Agent ITA agreement with IATA and written confirmation from IATA to the Agent that such entity has been named an Authorized Agent for your Company.
2.4 Notwithstanding the generality of the terms of Section 7 of the General Terms and Conditions, IATA may terminate its agreement with the Agent in the event of breach of the terms of its agreement with such Agent; in which case delivery for your Company will cease.
- Documents identified in Section 1 and 2 shall form part of the agreement if applicable to your Company.