This Evaluation License Agreement for the evaluation of OAG Products (the “Agreement”) is made and entered into by and between the applicable OAG company referenced in Section 5 below (“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 click the “I Accept” button below. This Agreement governs the use by Customer of the OAG product(s) selected on the Online Registration Form (“Product”) and the data contained in the Product (“Data”), which shall be made available by OAG to Customer. This Agreement is effective as of the date you receive an email from OAG confirming access to the Product is available (the “Effective Date”).
1. Usage rights
1.1 OAG hereby grants Customer a limited, non-exclusive, non-transferable, revocable license to use the Product without charge for a fourteen (14) day trial period (the “Trial Period”) solely for internal evaluation and testing purposes.
1.2 Customer agrees that the Data will not be copied, distributed, displayed, transmitted or broadcast in any form to any third party. Customer will not: (a) remove any identification, copyright, trademark or other notice from the Product or Data; (b) 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 programs or materials; or (c) permit any user of the Product to download, extract, copy or otherwise reproduce all or any substantial part of the Data and place such Data into a secondary database.
1.3 Customer agrees:
(a) to provide OAG with detailed feedback regarding the Product;
(b) that Customer will not:
(i) decompile, disassemble or otherwise reverse engineer any of the Product (unless applicable law prohibits these restrictions) or make any attempt to unblock or bypass any initialisation system or encryption techniques utilised by the Product;
(ii) use the Product for any criminal or unlawful activity; introduce any virus, logic bomb, harmful code or trojan horse to the Product; or 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 other 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”);
(iii) interfere with another user’s use and enjoyment of the Product; interfere with or disrupt the security measures of the Product; or interfere with or disrupt the networks connected to the Product; or
(iv) perform stress testing of the Product without OAG’s prior written consent; and
(c) if applicable, to keep the user identification (“User ID”) and passwords given to each user personal to each user. Customer will at all times keep any and all access codes, User ID’s and passwords provided by OAG to Customer 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.
This Agreement will terminate upon the earlier of: (a) OAG’s notice to Customer; or (b) upon conclusion of the Trial Period. Upon termination of this Agreement, Customer will purge the Product and the Data and all portions thereof from Customer’s computers and destroy all hard copies of the Data and all portions thereof. The provisions of Sections 2, 3, 4, 5, 6 and 7 shall survive termination of this Agreement.
The Product and the Data are the sole property of OAG (or its licensors), and OAG (or its licensors) retains all rights in and to the Product and the Data that are not expressly granted to Customer under this Agreement. Customer will protect the Product and the Data from unauthorised or illegal use during and after the Trial Period. Customer will comply with all laws relating to its use of the Product and the Data during the Trial Period. Customer will treat the Data as strictly confidential and shall not divulge the Data to any third party.
4. No warranties/limitation of liability
OAG (and its licensors) makes no representations or warranties with respect to the Product, the Data or Customer's use thereof. THE PRODUCT AND THE DATA ARE PROVIDED ON AN "AS IS" BASIS, AND OAG (AND ITS LICENSORS) SPECIFICALLY DISCLAIMS ALL WARRANTIES, CONDITIONS, GUARANTEES AND REPRESENTATIONS, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY, CONDITION, GUARANTEE OR REPRESENTATION AS TO MERCHANTABILITY OR SATISFACTORY QUALITY, 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 liabilities, losses, claims, damages, costs and expenses (including reasonable attorneys’ fees and expenses) of whatever nature or kind arising out of the use or non-use of the Data or the Product.
5. With whom am I contracting?
If Customer is resident in Europe, the Middle East or Africa: OAG Aviation Worldwide Limited, registered in England and Wales, No. 8434134, registered office at 1 Capability Green, Luton, Bedfordshire LU1 3LU, United Kingdom and place of business at 1 Capability Green, Luton, Bedfordshire, LU1 3LU, United Kingdom and whose VAT number is GB262856382; or
If Customer is resident in the Americas or the Caribbean: OAG Aviation Worldwide LLC, 801 Warrenville Road, Suite 555, Lisle, Illinois 60532 USA; or
If Customer is not resident in Africa, the Americas, the Caribbean, Europe or the Middle East: OAG Aviation Worldwide Pte. Ltd., registered in Singapore, No. 199700516Z, registered office at No. 6 Shenton Way, #24-08A, OUE Downtown 2, Singapore 068809 and whose VAT number is F0-199700516-Z.
6. Governing law
If Customer is resident in the Americas or the Caribbean then this Agreement will be governed by and construed in accordance with the laws of the State of Illinois, without regard to its conflict of laws rules. In this case, both parties agree that the state and federal courts of the State of Illinois will have exclusive jurisdiction over all disputes or claims arising out of or in connection with this Agreement and both parties consent to personal jurisdiction and venue within those courts.
If Customer is resident in any jurisdiction other than the Americas and the Caribbean then this Agreement will be governed by and construed in accordance with the laws of England and Wales. In this case, both parties agree that the English and Welsh courts will have non-exclusive jurisdiction over all disputes or claims arising out of or in connection with this Agreement.
The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.
7.1 Customer may not assign or transfer any of Customer’s rights or obligations under this Agreement without the prior written consent of OAG.
7.2 All notices must be in writing and addressed to the other party’s primary business contact and legal department. Notice will be deemed given upon delivery by private express delivery service or, if sent by mail, five (5) days after deposit in the mail, certified or registered, postage prepaid.
7.3 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.
7.4 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.