AOC Bookshelf End User License Agreement


Effective August 16, 2017

PLEASE READ THIS ENTIRE LICENSE AGREEMENT CAREFULLY BEFORE USING THE AOC BOOKSHELF (AS DEFINED BELOW). IT CONSTITUTES A BINDING AGREEMENT BETWEEN YOU (AN INDIVIDUAL OR SINGLE LEGAL ENTITY, HEREAFTER “LICENSEE”) AND JEPPESEN SANDERSON, INC. (“JEPPESEN”) FOR THE USE OF THE AOC 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 AOC 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 AOC 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 AOC 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 “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 AOC Bookshelf. The AOC Bookshelf is licensed, not sold to Licensee, and Licensee agrees not to use the AOC 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 TerminationSection below), limited, non-exclusive, non-transferable, non-assignable license to use the AOC 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 AOC Bookshelf; (b) modify, adapt, merge, translate, decode or otherwise alter the AOC Bookshelf, (c) create derivative works based upon the AOC 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 AOC Bookshelf to others.

3.     TERMINATION. This License Agreement and Licensee’s right to use the AOC 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 AOC 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 AOC Bookshelf is delivered “AS IS” and “AS AVAILABLE”, with all faults and without warranty of any kind.  Jeppesen does not warrant that the AOC 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.

A.    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 AOC BOOKSHELF PROVIDED HEREUNDER AND ANY NONCONFORMANCE OR DEFECT IN THE DESIGN, ADEQUACY, ACCURACY, RELIABILITY, SAFETY, OR CONFORMANCE WITH GOVERNMENT STANDARDS OR REGULATIONS OF THE AOC BOOKSHELF INCLUDING BUT NOT LIMITED TO:

(i)  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;

(ii) ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE;

(iii) ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY ARISING IN STRICT LIABILITY OR IN TORT, WHETHER OR NOT ARISING FROM THE NEGLIGENCE OF JEPPESEN; AND

(iv) ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY FOR LOSS OF OR DAMAGE TO ANY PROPERTY, INCLUDING WITHOUT LIMITATION ANY AIRCRAFT.

B.    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:

 

(i)    LOSS OF USE, REVENUE, PROFIT, ANTICIPATED SAVINGS, BUSINESS VALUE, OPPORTUNITY OR GOODWILL;

(ii)   LOSS OR DAMAGES RESULTING FROM BUSINESS INTERRUPTION;

(iii)  LOSS OR DAMAGES RESULTING FROM DELAY IN PERFORMANCE AND COST OF SUBSTITUTE PROCUREMENT;

(iv)  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

(v)   ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PURE ECONOMIC LOSSES OR DAMAGES IN ANY WAY ARISING OUT OF OR RELATED TO THIS LICENSE AGREEMENT.

C.    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 AOC BOOKSHELF EXCEED THE GREATER OF (i) THE PURCHASE PRICE OF THE AOC BOOKSHELF OR (ii) $100.00 USD.

D.    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.

E.    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.

F.     For purposes of this Section, the term “Jeppesen” includes Jeppesen, its parent company, their respective parents, affiliates, and the assignees of each, and their respective directors, officers, 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 AOC 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” includes Jeppesen, its parent company, their respective parents, affiliates, and the assignees of each, and their respective directors, officers, 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 AOC Bookshelf to any country, or national thereof, prohibited from obtaining the AOC 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.