Learning Management System End User License Agreement

Effective August 19, 2014

PLEASE READ THIS ENTIRE LICENSE AGREEMENT CAREFULLY BEFORE USING THE SOFTWARE AND DATA (DEFINED BELOW). IT CONSTITUTES A BINDING AGREEMENT BETWEEN YOU (AN INDIVIDUAL OR SINGLE LEGAL ENTITY, HEREAFTER “LICENSEE”) AND JEPPESEN SANDERSON, INC. (“JEPPESEN”) FOR USE OF THE SOFTWARE AND DATA. 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 AND DATA, 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 AT ANY TIME. THE MOST CURRENT VERSION OF THE TERMS AND CONDITIONS CAN BE REVIEWED AT JEPPESEN.COM. LICENSEE SHOULD VISIT THIS LOCATION EVERY TIME LICENSEE USES THIS SOFTWARE AND DATA 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 AND DATA FOLLOWING THE DATE OF ANY CHANGES OR MODIFICATIONS WILL CONSTITUTE LICENSEE’S ACCEPTANCE OF THE TERMS AND CONDITIONS AS REVISED. IF YOU DO NOT AGREE WITH THESE TERMS, PLEASE SELECT “DISAGREE”.

1.             OWNERSHIP. Jeppesen is the owner or authorized licensor of the Learning Management System including the separate and multiple applications contained therein (“Software”) and the training modules (“Data”) available through the Software and the associated documentation for each. 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 and Data. The Software and Data are licensed, not sold to Licensee, and Licensee agrees not to use the Software and Data except in their intended manner in accordance with the terms of this License Agreement.

2.             LICENSED USE AND RESTRICTIONS ON USE. Licensee may access and use the Software and Data solely for its own training purposes and only in accordance with the terms and conditions set forth herein.

Except as otherwise provided herein, Licensee may not: (a) copy, reproduce, or publish the Software or Data; (b) distribute copies of the Software or Data or accompanying materials to others; (c) modify, adapt, translate, reverse engineer, or decompile the Software or Data or create derivative works based on the Software or Data; (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 Data; (f) sell or transfer the Software or Data; or (g) distribute Data printed from the Software to anyone whatsoever.

3.             TERMINATION. This License Agreement and Licensee’s right to use the Software and Data will automatically terminate if Licensee fails to comply with any term of this License Agreement or applicable law.

4.             ASSUMPTION OF RISK. LICENSEE EXPRESSLY ACKNOWLEDGES AND AGREES THAT USE OF THIS SOFTWARE AND DATA 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 Software, Data and documentation are 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.

6.             ACKNOWLEDGEMENT. LICENSEE ACKNOWLEDGES, UNDERSTANDS AND AGREES THAT JEPPESEN’S TRAINING PROGRAMS ARE SUPPLEMENTARY ONLY, AND IN NO WAY REPLACE LICENSEE’S OWN OBLIGATION TO BECOME FULLY TRAINED. JEPPESEN ASSUMES NO RESPONSIBILITY OR LIABILITY WHATSOEVER FOR FULLY AND COMPLETELY TRAINING LICENSEE, WHICH OBLIGATION RESTS SOLELY WITH LICENSEE.

7.             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 SOFTWARE AND DATA PROVIDED HEREUNDER AND ANY NONCONFORMANCE OR DEFECT IN THE DESIGN, ADEQUACY, ACCURACY, RELIABILITY, SAFETY, OR CONFORMANCE WITH GOVERNMENT STANDARDS OR REGULATIONS OF SUCH SOFTWARE AND DATA, 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 OF LICENSEE, 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 CONTRACT (INCLUDING BUT NOT LIMITED TO WARRANTY), TORT (INCLUDING BUT NOT LIMTED TO THE NEGLIGENCE OF JEPPESEN), STRICT LIABILITY OR OTHERWISE, IN ANY WAY ARISING OUT OF OR RELATING TO THIS LICENSE AGREEMENT, INLCUDING BUT NOT LIMITED TO THE USE OF OR INABILITY TO USE THE SOFTWARE AND DATA EXCEED THE GREATER OF (i) THE PURCHASE PRICE OF THE SOFTWARE AND DATA LICENSE FOR THE IMMEDIATELY PRECEDING THREE (3) MONTH PERIOD OR (ii) $100.00 USD.

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.

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.

8.             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  arising out of or in any way relating to (i) the use of or inability to use the Software and Data provided to Licensee under this License Agreement and (ii) any allegation that Licensee has not been properly or adequately trained, whether or not arising in strict liability or tort or occasioned by the negligence of Jeppesen. 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. Licensee’s obligations under this indemnity will survive the termination of this License Agreement.

9.             EXPORT COMPLIANCE.  Licensee is be 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 Data covered under this License Agreement to any country, or national thereof, prohibited from obtaining such Software or Data, either directly or indirectly through affiliates, licensees or subsidiaries of Licensee.

10.          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.

11.          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.

12.          CONFLICTING DOCUMENTS. In the event Licensee issues a purchase order for its request of the Software and Data, the terms and conditions therewith are hereby rejected by Jeppesen and this License Agreement will govern and take precedence over such purchase order.

13.          PRIVACY. The Software may require Licensee to enter a serial number or user name/password to access the Data. Please refer to Jeppesen’s Privacy Policy on its website for information on how Jeppesen collects, uses and discloses personally identifiable information from its users.