DATABASE LICENSE AGREEMENT
Whereas, AIRPAC, Inc., 1231 E. 9th Street, Edmond, OK, 73034, hereinafter referred to as ("LICENSOR") has developed and compiled public and private materials and information into one or more databases of aviation related information ("DATABASE"), and all revisions and updates thereof.
Whereas, LICENSEE desires to obtain the benefits thereof and, in return for which, is willing to abide by the obligations and fee agreements applicable to LICENSEES' use of the DATABASE.
NOW THEN, for good and valuable consideration, including but not limited to the mutual covenants set out herein, LICENSOR hereby grants to LICENSEE the right to use the DATABASE in its business or organization, subject to the following terms and conditions:
Article I. Proprietary Rights of Licensor. LICENSEE agrees that LICENSOR retains exclusive ownership of the DATABASE and all of the documentation and computer recorded data related thereto. LICENSEE also agrees not to use the DATABASE in anyway beyond the scope of this Agreement and it will use due diligence to safeguard the DATABASE from unauthorized infringement. LICENSEE shall not copy, reproduce, re-manufacture or in any way duplicate all or any part of the DATABASE whether modified or translated into another format or not, or in any documentation, or in any other material provided by LICENSOR in association with the DATABASE, except for use by LICENSEE in its business or organization as specified in this Agreement and in accordance with the terms and conditions of this Agreement, unless specifically authorized to do so in writing signed by an authorized representative of LICENSOR. LICENSEE agrees that unauthorized distributing, copying, duplicating, or otherwise reproducing all or any part of the DATABASE provided by LICENSOR or the failure to protect such DATABASE other than use in LICENSEES' business or organization will actually and materially harm the interests of LICENSOR. LICENSEE agrees that in the event LICENSEE breach this agreement, LICENSEE will be liable for damages or injunctive relief as may be determined by a court of competent jurisdiction.
Article II. Permitted Uses. "Permitted Uses" shall mean the use of the DATABASE by LICENSEE only for LICENSEE research or the promotion of LICENSEE's products by direct mail and not for any other operations of LICENSEE nor any other business, corporation, or entity, including without limitation any other business activity of Licensee. DATABASE shall be accessed or loaded solely on the LICENSEE's computer, and none other, for access by LICENSEE only, and not for sale of license to third parties. Derived product, including mailing labels, printed reports, or exported data, may not be sold or distributed to any party, except when derived product is distributed for application to direct mail piece of LICENSEE promotional material. LICENSEE may not display or distribute any or all DATABASE information on the internet, internet websites, local area network (LAN), wide area network (WAN), email, or other electronic distribution. LICENSEE may make one (1) archival copy of the DATABASE provided LICENSEE affixes to such copy all copyright, confidentiality, and proprietary notices that appear on the original. LICENSEE shall not place DATABASE on a network drive or permit intercompany/intracompany access to DATABASE unless a separate license has been purchased for each individual.
Article III. Export Restrictions. DATABASE is subject to U.S. export control laws, including the U.S. Export Administration Act and its associated regulations, and may be subject to export or import regulations in other countries. Customer agrees to comply strictly with all such regulations and acknowledges that it has the responsibility to obtain licenses to export, re-export, or import DATABASE.
Article IV. Fee. LICENSEE have paid to LICENSOR a monetary sum, depending upon product, in consideration of this License Agreement. If said amount is $0.00, this license has been provided to Licensee for no monetary charge.
Article V. Limited Warranty Policy and Waiver of Claims. LICENSOR makes NO express or implied warranty of any kind with regard to the DATABASE. Licensor shall not in any case be liable for and Licensees hereby waive and release LICENSOR from all claims for general, special, incidental, consequential, or other similar damages arising from mistakes or defects in the DATABASE, including but not limited to claims based on breach of warranty, breach of contract, negligence, or any other legal theory.
EXCEPT AS SPECIFIED IN THIS WARRANTY, ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT OR ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE, ARE HEREBY EXCLUDED TO THE EXTENT ALLOWED BY APPLICABLE LAW. IN NO EVENT WILL LICENSOR BE LIABLE FOR ANY LOST REVENUE, PROFIT, OR DATA, OR FOR SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE DAMAGES HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY ARISING OUT OF THE USE OF OR INABILITY TO USE THE DATA EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Article VI. Injunction Relief. It is understood and agreed that, notwithstanding any other provisions of this Agreement, LICENSOR has the unequivocal right to obtain timely injunctive relief to protect the proprietary rights of LICENSOR.
Article VII. Governing Law. This Agreement shall be interpreted in accordance with the laws of the State of Oklahoma.
Article VIII. Legal Fees. In the event of legal action brought by either party, the prevailing party shall be awarded reimbursement of its reasonable legal fees and costs.
Article IX. Entire Agreement. This Agreement constitutes the entire agreement between the parties and supersedes any prior agreements. This Agreement may only be changed by mutual written consent.
Article X. License Agreement Acknowledgment. LICENSEE recognizes that any use of DATABASE by the LICENSEE will be considered acceptance of all the terms and conditions of this Agreement without exception, deletion or alteration.
SOFTWARE LICENSE AGREEMENT
Single User License Grant: AIRPAC, Inc. ("AIRPAC"), 1231 E. 9th Street, Edmond, OK, 73034, grants to Customer ("Customer") a nonexclusive and nontransferable license to use the AIRPAC software ("Software") in object code form solely on a single central processing unit owned or leased by Customer or otherwise embedded in equipment provided by AIRPAC.
Customer may make one (1) archival copy of the Software provided Customer affixes to such copy all copyright, confidentiality, and proprietary notices that appear on the original.
Except as expressly authorized, customer shall not: copy, in whole or in part, software, documentation, or databases; modifiy the software; reverse compile or reverse assemble all or any portion of the software; or rent, lease, distribute, sell, or create derivative works of the software.
Customer agrees that aspects of the licensed materials, including the specific design and structure of individual programs, constitute trade secrets and/or copyrighted material of AIRPAC. Customer agrees not to disclose, provide, or otherwise make available such trade secrets or copyrighted material in any form to any third party without the prior written consent of AIRPAC. Customer agrees to implement reasonable security measures to protect such trade secrets and copyrighted material. Title to Software and documentation shall remain solely with AIRPAC.
LIMITED WARRANTY. AIRPAC warrants that for a period of thirty (30) days from the date of shipment from AIRPAC: (i) the media on which the Software is furnished will be free of defects in materials and workmanship under normal use; and (ii) the Software substantially conforms to its published specifications. Except for the foregoing, the Software is provided AS IS. This limited warranty extends only to Customer as the original licensee. Customer's exclusive remedy and the entire liability of AIRPAC and its suppliers under this limited warranty will be, at AIRPAC's option, repair, replacement, or refund of the Software if reported (or, upon request, returned) to the party supplying the Software to Customer. In no event does AIRPAC warrant that the Software is error free or that Customer will be able to operate the Software without problems or interruptions.
This warranty does not apply if the software (a) has been altered, except by AIRPAC, (b) has not been installed, operated, repaired, or maintained in accordance with instructions supplied by AIRPAC, (c) has been subjected to abnormal physical or electrical stress, misuse, negligence, or accident, or (d) is used in hazardous activities.
DISCLAIMER. EXCEPT AS SPECIFIED IN THIS WARRANTY, ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT OR ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE, ARE HEREBY EXCLUDED TO THE EXTENT ALLOWED BY APPLICABLE LAW.
IN NO EVENT WILL AIRPAC BE LIABLE FOR ANY LOST REVENUE, PROFIT, OR DATA, OR FOR SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE DAMAGES HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE EVEN IF AIRPAC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. In no event shall AIRPAC's liability to Customer, whether in contract, tort (including negligence), or otherwise, exceed the price paid by Customer. The foregoing limitations shall apply even if the above-stated warranty fails of its essential purpose.
The above warranty DOES NOT apply to any beta software, any software made available for testing or demonstration purposes, any temporary software modules or any software for which AIRPAC does not receive a license fee. All such software products are provided AS IS without any warranty whatsoever.
This License is effective until terminated. Customer may terminate this License at any time by destroying all copies of Software including any documentation. This License will terminate immediately without notice from AIRPAC if Customer fails to comply with any provision of this License. Upon termination, Customer must destroy all copies of Software.
Software, including technical data, is subject to U.S. export control laws, including the U.S. Export Administration Act and its associated regulations, and may be subject to export or import regulations in other countries. Customer agrees to comply strictly with all such regulations and acknowledges that it has the responsibility to obtain licenses to export, re-export, or import Software.
This License shall be governed by and construed in accordance with the laws of the State of Oklahoma, United States of America, as if performed wholly within the state and without giving effect to the principles of conflict of law. If any portion hereof is found to be void or unenforceable, the remaining provisions of this License shall remain in full force and effect. This License constitutes the entire License between the parties with respect to the use of the Software.