THIS EVALUATION LICENSE AGREEMENT ("Agreement") is made by and between OAG Aviation Worldwide Limited, registered at 1 Capability Green, Luton, Bedfordshire, LU1 3LU, United Kingdom ("OAG"), and you ("Customer"). If you are accepting these terms and conditions on behalf of an entity, such as your employer, you represent and warrant that you: (i) have full authority to bind the entity to this Agreement, (ii) have read and understand this Agreement and (iii) agree, on behalf of such entity, to the terms and conditions of this Agreement. If you do not have full authority to bind such entity or you do not agree to these terms and conditions, please do not access or use the Product and/or Data. This Agreement is effective from the date/time Customer takes any affirmative action (the “Effective Date”) that demonstrates Customer’s consent to be bound by the terms and conditions of this Agreement.
This Agreement governs the use by Customer of the OAG suite of products (each a “Product”) and data therein (“Data”), which shall be made available by OAG to Customer.
1. OAG hereby grants Customer a limited, non-transferable, revocable license to access and use the Product without charge for a trial period of up to 28 days (the “Trial Period”) commencing on Customer’s receipt of an email confirming a user ID and password for Product access, solely for Customer’s internal evaluation and testing purposes.
2. The Data shall not be copied, distributed, transmitted or broadcast in any form to any third party. Customer shall not remove any identification, copyright, trademark or other notice from the Product or Data. Customer shall not modify or create any derivative work from the Data or any portion thereof or, except as otherwise permitted in Section 1 above, incorporate the Data or any portion thereof into other applications or materials. Customer shall not download, extract, copy or otherwise reproduce all or any substantial part of the Data and place such Data into a secondary database.
3. The Product and Data are the sole property of OAG (or its licensors), and OAG (or its licensors) retains all rights in and to the Product and Data that are not expressly granted to Customer under this Agreement. Customer will protect the Product and Data from unauthorized or illegal use during and after the Trial Period. Customer will comply with all laws relating to its use of the Product and Data during the Trial Period. Customer shall treat the Data, including any methodology used to calculate the Data, as strictly confidential and shall not divulge such information to any third party
4. Customer hereby agrees to:
4.1 Provide OAG with detailed feedback, preferably including a narrative report;
4.2 Warrant that Customer will not:
4.2.1 use the Product for any criminal or unlawful activity; introduce any virus, logic bomb, harmful code or trojan horse to the Product; use any manual or technical or automated system or software to extract data or content, in whole or in part, from the Product for display on any website, or for the purposes of offering the data or content, in whole or in part, for sale, resale, distribution or licensing to others or copying, merging, modifying or creating derivative works (“screen scraping”);
4.2.2 interfere with another user’s use and enjoyment of the Product; interfere with or disrupt the security measures of the Product; interfere with or disrupt the networks connected to the Product and will comply with all regulations, policies and procedures of such networks; or
4.2.3 decompile, disassemble or otherwise reverse engineer any of the Product or make any attempt to unblock or bypass any initialisation system or encryption techniques utilized by the Product; and
4.3 Keep any user ID and password for Product access strictly confidential within Customer’s organisation, not allow any third party to use them to access the Product; and promptly notify OAG if Customer suspects or becomes aware of any unauthorised use of Customer’s user ID or password.
5. OAG (and its licensors) makes no representations or warranties with respect to the Product, Data or Customer’s use thereof. THE PRODUCT AND DATA ARE PROVIDED ON AN "AS IS" BASIS, AND OAG (AND ITS LICENSORS) SPECIFICALLY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION, ANY REPRESENTATION, WARRANTY OR CONDITION OF SATISFACTORY QUALITY OR MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. EXCEPT TO THE EXTENT REQUIRED BY APPLICABLE LAW, IN NO EVENT WILL OAG (OR ITS LICENSORS) BE LIABLE TO CUSTOMER UNDER ANY LEGAL THEORY FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES ARISING OUT OF THIS AGREEMENT OR THE USE OF THE PRODUCT OR THE DATA, EVEN IF OAG HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Customer agrees to indemnify, defend and hold OAG, its officers, directors, employees and licensors harmless from and against any and all liability, losses, claims, demands, and expenses (including reasonable legal fees and expenses) of whatever nature or kind arising out of the use or non-use of the Data or Product.
6. The rights granted under this Agreement may not be assigned without the prior written consent of OAG, which consent will not be unreasonably withheld or delayed.
7. This Agreement shall terminate upon the conclusion of all Trial Periods. Upon termination of each Trial Period, Customer shall purge the Data and all portions thereof from Customer’s computers, and destroy all hard copies of the Data and all portions thereof. The laws of England and Wales shall govern any dispute arising from this Agreement. Jurisdiction for any lawsuit under this Agreement lies solely in the courts of England and Wales. This Agreement constitutes the entire agreement and understanding between the parties relating to its subject matter and may only be modified or amended or any of its terms waived by a written document signed by both parties. If any provision of this Agreement is found to be unenforceable, invalid or void, that provision will be deemed severable, and will not affect the validity or enforceability of the remaining provisions of this Agreement. The provisions of Sections 2, 3, 4, 5, and 7 shall survive termination of this Agreement.