AOC Bookshelf End User License Agreement

PLEASE READ THIS ENTIRE LICENSE AGREEMENT CAREFULLY BEFORE USING THE AIM BOOKSHELF OR THE AOC BOOKSHELF, AS APPLICABLE, (AS DEFINED BELOW). IT CONSTITUTES A BINDING AGREEMENT BETWEEN YOU (AN INDIVIDUAL OR SINGLE LEGAL ENTITY, HEREAFTER “LICENSEE”) AND BOEING DIGITAL SOLUTIONS, INC., d/b/a JEPPESEN (“JEPPESEN”) FOR THE USE OF THE AIM BOOKSHELF. 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 THE AIM BOOKSHELF OR ANY OF THE DOCUMENTS CONTAINED THEREWITH, LICENSEE AGREES TO EACH TERM OF THIS LICENSE AGREEMENT. JEPPESEN RESERVES THE RIGHT TO CHANGE OR MODIFY ANY OF THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT AT ANY TIME. THE MOST CURRENT VERSION OF THE TERMS AND CONDITIONS CAN BE REVIEWED AT JEPPESEN’S WEBSITE. 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 AIM BOOKSHELF FOLLOWING THE DATE OF ANY CHANGES OR MODIFICATIONS WILL CONSTITUTE LICENSEE’S ACCEPTANCE OF THE TERMS AND CONDITIONS AS REVISED. IF LICENSEE DOES NOT AGREE WITH THESE TERMS, LICENSE MUST IMMEDIATELY CEASE USING THE AIM BOOKSHELF.

1. OWNERSHIP. Jeppesen is the owner of or authorized licensor of the interface control documents, sample XSD files, XML files and other supporting documents provided hereunder (individually and collectively the “AIM Bookshelf” (previously known as AOC Bookshelf). Jeppesen and its licensors retain all rights, title and interest in the copyrights, patents, trade secrets, trademarks and other intellectual property pertaining to the AIM Bookshelf. The AIM Bookshelf is licensed, not sold to Licensee, and Licensee agrees not to use the AIM Bookshelf except in its intended manner in accordance with the terms of this License Agreement.
2. LICENSED USE AND RESTRICTIONS ON USE. Licensee is hereby granted a perpetual (subject to the Termination Section below), limited, non-exclusive, non-transferable, non-assignable license to use the AIM Bookshelf in accordance with its documentation, subject to the terms and conditions set forth herein for Licensee’s internal use only.
   Licensee will not: (a) publish the AIM Bookshelf; (b) modify, adapt, merge, translate, decode or otherwise alter the AIM Bookshelf, (c) create derivative works based upon the AIM Bookshelf (except for extensions approved in writing by Jeppesen); or (d) distribute, transfer, assign, rent or lend, or grant sublicenses, leases, or other rights to the AIM Bookshelf to others.
3. TERMINATION. This License Agreement and Licensee’s right to use the AIM Bookshelf will automatically terminate if Licensee fails to comply with any term of this License Agreement.
4. ASSUMPTION OF RISK. LICENSEE EXPRESSLY ACKNOWLEDGES AND AGREES THAT USE OF THE AIM BOOKSHELF IS AT LICENSEE’S SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, SAFETY, ACCURACY AND EFFORT IS WITH LICENSEE.
5. WARRANTY DISCLAIMER. To the maximum extent permitted by applicable law, the AIM Bookshelf is delivered “AS IS” and “AS AVAILABLE”, with all faults and without warranty of any kind. Jeppesen does not warrant that the AIM Bookshelf will be accurate or meet Licensee’s requirements or that it is free from errors or defects. No oral or written information, guidelines or advice given by Jeppesen or its authorized representative will create any warranty.
6. LIMITATION OF LIABILITY.
   1. 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 AIM BOOKSHELF PROVIDED HEREUNDER AND ANY NONCONFORMANCE OR DEFECT IN THE DESIGN, ADEQUACY, ACCURACY, RELIABILITY, SAFETY, OR CONFORMANCE WITH GOVERNMENT STANDARDS OR REGULATIONS OF THE AIM BOOKSHELF INCLUDING BUT NOT LIMITED TO:
      1. ANY IMPLIED WARRANTY AND/OR CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, COMPLETENESS, QUIET ENJOYMENT, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS;
      2. ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE;
      3. ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY ARISING IN STRICT LIABILITY OR IN TORT, WHETHER OR NOT ARISING FROM THE NEGLIGENCE OF JEPPESEN; AND
      4. ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY FOR LOSS OF OR DAMAGE TO ANY PROPERTY, INCLUDING WITHOUT LIMITATION ANY AIRCRAFT.
   2. 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:
      1. LOSS OF USE, REVENUE, PROFIT, ANTICIPATED SAVINGS, BUSINESS VALUE, OPPORTUNITY OR GOODWILL;
      2. LOSS OR DAMAGES RESULTING FROM BUSINESS INTERRUPTION;
      3. LOSS OR DAMAGES RESULTING FROM DELAY IN PERFORMANCE AND COST OF SUBSTITUTE PROCUREMENT;
      4. 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
      5. ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PURE ECONOMIC LOSSES OR DAMAGES
         IN ANY WAY ARISING OUT OF OR RELATED TO THIS LICENSE AGREEMENT.
   3. MAXIMUM LIABILITY. IN NO EVENT WILL JEPPESEN’S TOTAL LIABILITY, WHETHER IN LAW, EQUITY, 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 AIM BOOKSHELF EXCEED THE GREATER OF (i) THE PURCHASE PRICE OF THE AIM BOOKSHELF OR (ii) $100.00 USD.
   4. Some states and jurisdictions do not allow limitations on direct, indirect, incidental, or consequential damages, so the above limitations or exclusions may not apply to Licensee.
   5. 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.
   6. For purposes of this Section, the term “Jeppesen” means (i) Jeppesen, (ii) The Boeing Company, , (iii) their respective parents, subsidiaries, and affiliates, (iv) the assignees of each, and (v) their respective directors, officers, contractors, licensors, subcontractors, employees and agents.
7. INDEMNITY. 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 use of or inability to use the AIM Bookshelf, whether or not arising in strict liability or in tort or occasioned by the negligence of Jeppesen. Licensee’s obligations under this indemnity will survive the termination of this License Agreement.
   For purposes of this Section, the term “Jeppesen” means (i) Jeppesen, (ii) The Boeing Company, (iii) their respective parents, subsidiaries, and affiliates, (iv) the assignees of each, and (v) their respective directors, officers, contractors, licensors, subcontractors, employees and agents.
8. 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 AIM Bookshelf to any country, or national thereof, prohibited from obtaining the AIM Bookshelf, either directly or indirectly through affiliates, licensees or subsidiaries of Licensee.
9. 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 both 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.
10. 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.