JEPPESEN SOFTWARE LICENSE AGREEMENT: PLEASE READ THIS LICENSE AGREEMENT CAREFULLY BEFORE USING THIS SOFTWARE. IT CONSTITUTES A BINDING AGREEMENT BETWEEN YOU (AN INDIVIDUAL OR SINGLE LEGAL ENTITY, HEREAFTER “LICENSEE”) AND JEPPESEN FOREFLIGHT, INC. (“JEPPESEN”) FOR THE USE OF THE SOFTWARE. IF LICENSEE IS ACCEPTING THESE TERMS ON BEHALF OF ANOTHER PERSON OR LEGAL ENTITY, LICENSEE REPRESENTS THAT LICENSEE HAS THE AUTHORITY TO ENTER INTO THIS LICENSE AGREEMENT ON THEIR BEHALF. BY USING THIS SOFTWARE, LICENSEE AGREES TO BE LEGALLY BOUND BY ALL TERMS AND CONDITIONS CONTAINED IN THIS LICENSE AGREEMENT. JEPPESEN RESERVES THE RIGHT TO CHANGE OR MODIFY ANY OF THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT. THE MOST CURRENT VERSION OF THE TERMS AND CONDITIONS CAN BE REVIEWED BY CLICKING THE “HELP” FEATURE IN THE SOFTWARE. LICENSEE SHOULD VISIT THIS LOCATION EVERY TIME AN UPDATE IS INSTALLED TO REVIEW THE TERMS AND CONDITIONS. ANY CHANGES OR MODIFICATIONS TO THE TERMS AND CONDITIONS WILL BE EFFECTIVE ON THE DATE THE CHANGE OR MODIFICATION IS MADE. LICENSEE’S USE OF THE SOFTWARE FOLLOWING THE DATE OF ANY CHANGES OR MODIFICATIONS WILL CONSTITUTE LICENSEE’S ACCEPTANCE OF THE TERMS AND CONDITIONS AS REVISED.
- OWNERSHIP. Jeppesen and/or its third party licensor, Smart Modular, is the owner or authorized licensor of the software (“Software”) and its associated documentation. Jeppesen and its licensors retain all rights, title and interest in the copyrights, patents, trade secrets, trademarks and other intellectual property pertaining to the Software. The Software is licensed, not sold, to Licensee and Licensee agrees not to use the Software except in its intended manner in accordance with the terms of this License Agreement.
- LICENSED USE AND RESTRICTIONS ON USE. Licensee may install the Software and any updates on an unlimited number of computers or computer networks for ground-based use ONLY and only for updating the data Licensee purchases from Jeppesen under a separate data license (“Jeppesen Data”). Except as otherwise explicitly authorized herein, Licensee will not: (a) copy, reproduce, or publish the Software; (b) distribute copies of the Software or accompanying materials to others; (c) modify, adapt, translate, reverse engineer, or decompile the Software or create derivative works based on the Software; (d) modify, adapt, translate, or create derivative works based on the printed, electronic, or written materials; (e) assign, rent, lend, or sublease the Software; or (f) sell or transfer the Software.
- TERMINATION. This License Agreement will automatically terminate (a) upon termination, cancellation and/or non-renewal of Licensee’s Jeppesen Data subscription and/or (b) if Licensee fails to comply with or violates any provision of this License Agreement or any applicable law.
- ASSUMPTION OF RISK. LICENSEE EXPRESSLY ACKNOWLEDGES AND AGREES THAT USE OF THIS SOFTWARE IS AT LICENSEE’S SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, SAFETY, ACCURACY AND EFFORT IS WITH LICENSEE.
- WARRANTY DISCLAIMER. To the maximum extent permitted by applicable law, the Software is provided “AS IS” and “AS AVAILABLE,” with all faults and without warranty of any kind. Jeppesen does not warrant that the functions contained in the Software will be accurate or meet Licensee’s requirements, that the operation of the Software will be uninterrupted or error-free, or that defects in the Software will be corrected. No oral or written information, guidelines or advice given by Jeppesen or its authorized representative will create a warranty.
- LIMITATION OF LIABILITY.
- DISCLAIMER AND RELEASE. THE CONDITIONS, REPRESENTATIONS, GUARANTEES, OBLIGATIONS, LIABILITIES AND WARRANTIES (IF ANY) OF JEPPESEN AND REMEDIES OF LICENSEE SET FORTH HEREIN ARE EXCLUSIVE AND IN SUBSTITUTION FOR, AND LICENSEE HEREBY WAIVES, RELEASES AND RENOUNCES, ALL OTHER WARRANTIES, CONDITIONS, REPRESENTATIONS, GUARANTEES, OBLIGATIONS AND LIABILITIES OF JEPPESEN, AND ANY OTHER RIGHTS, CLAIMS AND REMEDIES OF LICENSEE AGAINST JEPPESEN, EXPRESS OR IMPLIED, ARISING BY LAW, EQUITY OR OTHERWISE, WITH RESPECT TO THIS LICENSE AGREEMENT, THE SOFTWARE PROVIDED HEREUNDER AND ANY NONCONFORMANCE OR DEFECT IN THE DESIGN, ADEQUACY, ACCURACY, RELIABILITY, SAFETY, OR CONFORMANCE WITH GOVERNMENT STANDARDS OR REGULATIONS OF SUCH SOFTWARE, INCLUDING BUT NOT LIMITED TO:
- ANY IMPLIED WARRANTY OF MERCHANTABILITY, SATISFACTORY QUALITY, OR FITNESS;
- ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE;
- ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY ARISING IN STRICT LIABILITY OR IN TORT, WHETHER OR NOT ARISING FROM THE NEGLIGENCE OF JEPPESEN; AND
- ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY FOR LOSS OF OR DAMAGE TO ANY PROPERTY OF LICENSEE, INCLUDING WITHOUT LIMITATION ANY AIRCRAFT.
- EXCLUSION OF SPECIFIED LOSSES AND DAMAGES. JEPPESEN WILL HAVE NO OBLIGATION OR LIABILITY WHATSOEVER, (i) WHETHER ARISING IN LAW, EQUITY, CONTRACT (INCLUDING BUT NOT LIMITED TO WARRANTY), TORT (INCLUDING BUT NOT LIMITED TO THE NEGLIGENCE OF JEPPESEN), STRICT LIABILITY, OR OTHERWISE AND (ii) WHETHER SUCH LOSSES OR DAMAGES ARE DIRECT, INDIRECT OR OTHERWISE, FOR:
- LOSS OF USE, REVENUE, PROFIT, ANTICIPATED SAVINGS, BUSINESS VALUE, OPPORTUNITY OR GOODWILL;
- LOSS OR DAMAGES RESULTING FROM BUSINESS INTERRUPTION;
- LOSS OR DAMAGES RESULTING FROM DELAY IN PERFORMANCE AND COST OF SUBSTITUTE PROCUREMENT;
- LOSS OR DAMAGES RESULTING FROM REPRODUCTION OR RECOVERY OF DATA OR INFORMATION WHICH IS LOST, CORRUPTED OR DAMAGED IN ANY OTHER MANNER, WHETHER IN WHOLE OR IN PART; OR
- ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL SPECIAL, EXEMPLARY OR PURE ECONOMIC LOSSES OR DAMAGES IN ANY WAY ARISING OUT OF OR RELATED TO THIS AGREEMENT.
- MAXIMUM LIABILITY. IN NO EVENT WILL JEPPESEN’S TOTAL LIABILITY, WHETHER IN CONTRACT (INCLUDING BUT NOT LIMITED TO WARRANTY), TORT (INCLUDING BUT NOT LIMITED TO THE NEGLIGENCE OF JEPPESEN), STRICT LIABILITY OR OTHERWISE, IN ANY WAY ARISING OUT OF OR RELATING TO THIS LICENSE AGREEMENT, INCLUDING BUT NOT LIMITED TO THE USE OF OR INABILITY TO USE THE SOFTWARE EXCEED THE GREATER OF (i) THE PURCHASE PRICE OF THE SOFTWARE LICENSE FOR THE IMMEDIATELY PRECEDING TWELVE (12) MONTH PERIOD OR (ii) $100.00 USD.
For purposes of this Section, the term “Jeppesen” means (i) Jeppesen, (ii) its parent companies, (iii) their respective parents, subsidiaries, and affiliates, (iv) the assignees of each, and (v) their respective directors, officers, contractors, licensors, subcontractors, employees and agents.
If a court of competent jurisdiction determines that applicable law implies warranties and liabilities which cannot be excluded or limited or which can only partly be excluded or limited, then the limit on Jeppesen’s liability set forth in this Section will apply to the fullest extent permitted by law. If Jeppesen cannot exclude or limit a warranty or liability implied by law, this License Agreement will be read and construed subject to such provisions of law.
- INDEMNIFICATION. Licensee will indemnify and hold harmless Jeppesen and its licensors, contractors, subcontractors and agents from and against all claims and liabilities (including claims by third parties), and costs and expenses (including attorneys’ fees), incident thereto or incident to successfully establishing the right to indemnification, for injury to or death of any person or persons, including employees of Licensee but not employees of Jeppesen, or for loss of or damage to any property, including without limitation any aircraft, arising out of or in any way relating to the utilization of the Software or any other things provided to Licensee under this License Agreement, whether or not arising in strict liability or tort or occasioned by the negligence of Jeppesen, except to the extent of any obligation, liability, claim or remedy in tort due to the reckless misconduct of Jeppesen. Licensee’s obligations under this indemnity will survive the expiration, termination, completion or cancellation of this License Agreement.
For purposes of this Section, the term “Jeppesen” means (i) Jeppesen, (ii) its parent companies, (iii) their respective parents, subsidiaries, and affiliates, (iv) the assignees of each, and (v) their respective directors, officers, contractors, licensors, subcontractors, employees and agents.
- EXPORT COMPLIANCE. Licensee is responsible for its compliance with any applicable export control restrictions, laws and regulations as may be modified from time to time, imposed by the governments of the United States and, if applicable, other countries. Licensee will not attempt to, or knowingly export or re-export the Software or any products using such Software covered under this License Agreement to any country, or national thereof, prohibited from obtaining such Software, either directly or indirectly through affiliates, licensees or subsidiaries of Licensee.
- ENTIRE AGREEMENT. This License Agreement contains the entire understanding of the parties hereto relating to the subject matter hereof. No waiver or modification of any of the terms hereof will be valid unless in writing and signed by Jeppesen and Licensee. No waiver of any breach will be deemed a waiver of any subsequent breach. If any provision of this License Agreement is held to be invalid or unenforceable, the remaining provisions will not be affected.
- GOVERNING LAW. This License Agreement will be interpreted under and governed by the laws of the State of Colorado, USA without recourse to choice of law statutes or principles that would otherwise result in the application of the law of any other jurisdiction to this License Agreement. The United Nations Convention on Contracts for the International Sale of Goods will not apply to this License Agreement.
- CONFLICTING DOCUMENTS. In the event Licensee issues a purchase order for its request of the Software, the terms and conditions therewith are hereby rejected by Jeppesen and this License Agreement will govern and take precedence over such purchase order.
Jeppesen Data License Agreement
