1.1 In these Terms, the following expressions have the meanings: “Delegate” means an individual that has enrolled on, and paid for, attendance at an Event; “Event” means an exhibition, conference, or event produced, presented or arranged by Us; "Intellectual Property Rights" means all intellectual property rights recognised from time to time anywhere in the world including, without limitation, all patents, trade marks, registered designs, design rights (whether or not registered) and copyrights, any applications for any of the above, and all rights in respect of inventions, drawings, plans, specifications, designs and computer software and hardware, database rights and rights to extract or exploit data and all know-how and confidential processes, methods and information, and all trade secrets and rights of confidence; "Invitee" means the business or individual specifically invited in writing by Us to use a restricted section of the Web Site; "Order" means the Subscriber's or Registered User's order placed either on Our order form, by telephone conversation with Our telesales department, online on the Web Site or in email correspondence with Us, for subscription to or restricted access to any of the Services, as accepted by Us; "Registered User" means the business or individual registered to use a limited number or amount of the Services; "Services" means those products, services and data and access to restricted areas of the Web Site as set out in the Order and We provide to the Subscriber, Registered User or the Invitee under these Terms via any Web Site or any successor or replacement site, or Events; "Subscriber" means the business or individual paying for a product or for a subscription to any of the Services; "Users" means any user of any Web Site who is not a Subscriber, Registered User or Invitee; "Web Site" means each and all of Our web sites.
2. Your responsibilities
2.1.1 Your use of the Web Site and the Services is subject to all local, state, national and international laws and regulations and you agree not to violate those laws and regulations. You agree that You will not: use any Web Site or the Services for any criminal or unlawful activity; introduce any virus, logic bomb, harmful code or trojan horse to any Web Site or any of the Services; use any manual or technical or automated system or software to extract data or content, in whole or in part, from the Web Site or the Services 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 or creating derivative works (“screen scraping”); interfere with another user’s use and enjoyment of the Web Site or Services; interfere with or disrupt the security measures of the Web Site or Services; interfere with or disrupt networks connected to the Services, and will comply with all regulations, policies and procedures of such networks.
2.1.3 You agree that You will comply with all of Your obligations in Your agreement with Your internet service provider (including any internet acceptable use policies); promptly notify Us if You suspect or become aware of any unauthorised use of any Web Site or the Services; and will not attempt to interfere with any Web Site or the Services or any other service to any user, host, or network. (This includes, but is not limited to, deliberate attempts to overload any Web Site and attempts to "crash" any Web Site's host systems).
2.1.2 You further agree that You will not use the Web Site or Services to: send or result in the transmission of junk e-mail, chain letters, duplicative or unsolicited messages, or so-called “spamming”; harm minors in any way; promote or generate revenue for any business or commercial purposes, whether or not for a charge or through linking with any other web services or pages, unless authorized by Us; impersonate any person or entity; intentionally or unintentionally violate any applicable law; “stalk” or otherwise harass another; or collect or store personal data about other users.
3. Liability and indemnity
3.1 The Web Site and the Services and any information We provide to You are provided "as is" and "as available". We do not warrant that the Web Site or the Services or any information contained in the Web Site or Services is error-free. You assume all risk for using, and for any results You obtain or liability You incur, by or as a result of using the Web Site or any of the Services, or from using any information You obtain from using the Web Site or Services, or for failing to access the Web Site or any Service on any occasion. We do not guarantee or accept any liability for any links from the Web Site to third party web sites, any information on other web sites to which the Web Site is linked or the content of advertisements placed on the Web Site to promote the products and services of third parties. For the avoidance of doubt, in the event that You are directed to a third party web site, at the point You access such third party web site that relationship is then between You and that third party and as such We bear no liability in respect of the same.
3.2 We do not guarantee the accuracy, integrity, or quality of any content or Contributions available on or through the Web Site or the Services. You acknowledge that You may not rely on any of this content, whether created by or submitted to Us, including, but not limited to, product reviews, white papers, product descriptions, stock quotes, or Contributions on any bulletin board, chat, news group, community, forum or other feedback section of the Web Site or the Services.
3.3 Except as expressly set out in this agreement all warranties, representations, terms, conditions or undertakings whether implied by statute, common law, custom, trade usage, course of dealing or otherwise (including any implied warranty, representation, term, condition or undertaking of satisfactory quality or fitness for a particular purpose) are, to the fullest extent permitted by law, hereby excluded.
3.4 We do not guarantee the prevention of the loss or alteration of, or improper access to, Your information or computer system. We are not responsible for invalid destinations or transmission errors in, corruption of, or the security of Your information on the Web Site or carried over any telecommunications or data communications facilities.
3.5 Neither party is liable for any loss or damages arising from any cause beyond its control.
3.6 Neither party is liable to the other or any third party for any of the following, whether arising out of or resulting from negligence, breach of this agreement, or any other cause of action: loss of profits, business or anticipated savings, loss of goodwill, lost or wasted management time or the lost time of other employees or any other losses unless they are a reasonable foreseeable consequence of the relevant negligence, breach of contract or other cause of action; Loss of use of or destruction of Your data (We recommend that You take reasonable measures to back-up Your data);Any claims against You by any other party; whether direct or indirect even if We have been advised of the possibility of that loss or damage arising.
3.7 You will indemnify Us and keep Us indemnified against any losses, damages, liabilities, costs or expenses arising in connection with Your breach of any term of this Agreement or, if You are also a Subscriber, Registered User or Invitee, arising in connection with anyone who accesses the Web Site or uses any of the Services using Your password or user identification.
3.8 Our maximum liability to You, in aggregate, is the sum You have paid to Us in Subscription Fees for the Service(s) giving rise to such claim in the 12 months immediately preceding the date upon which any cause of action arises.
3.9 Notwithstanding any other clause in these Terms, neither party excludes its liability for death or personal injury caused by its negligence, or for fraud.
3.10 You indemnify Us against all legal fees, damages and other expenses that may be incurred by Us as a result of any breach by You of the warranty in clause 5.4.
4. Privacy Notice
4.1 We may use personal information You provide in connection with these Terms, in accordance with the terms of Our Privacy Notice. Our Privacy Notice is hereby incorporated into and forms part of these Terms.
5. Intellectual property rights
5.1 All the Intellectual Property Rights in the Web Site(s), Product(s), Services, or data or in material or information contained on any Web Site or Services and all derivative works created therefrom are Our property or the property of Our licensors (collectively “Our Works”). We grant You where You are a User to use the Web Site, the data and the information contained on or displayed on the Web Site for Your personal, non-commercial use only. We grant to the Subscriber, Registered User and the Invitee for the duration of these Terms a revocable, non-exclusive, non-transferable licence to use the Services strictly in accordance with the express terms of these Terms. Where You wish to be permitted to use Our Works for commercial purposes and for purposes other than expressly granted in these Terms, You should contact Us for permission prior to such commercial or additional use. You agree that unlicensed and unauthorised use of Our Works could cause Us irreparable harm for which monetary damages may be difficult to ascertain or an inadequate remedy. You therefore agree that the We will have the right, in addition to its other rights and remedies, to seek remedies of injunction, specific performance, orders for the delivering up of infringing copies and any other statutory or equitable relief for any threatened or actual infringement and that no proof of special damages is necessary for reliance on such remedies.
5.2 Where You are invited to post reviews, comments and other content (including any text, photographs, graphics, video or audio) ("Contribution") on the Web Site You agree, by submitting Contribution, to grant Us a perpetual, worldwide, non-exclusive, royalty free, irrevocable, sub-licensable right and licence to use, reproduce, modify, adapt, publish, translate, distribute, play, make available to the public and exercise all copyright and publicity rights with respect of Contribution in any form, whether in print or electronic, for the full term of any rights that may exist in Contribution, in accordance with Our Privacy Notice. If You do not wish to grant Us the rights described in this clause, You should not submit Contribution to the Web Site or the Services.
5.3 In addition to the above, by submitting a Contribution to the Web Site, You represent and warrant that the Contribution: is Your own original work and that You have the right to make it available to Us for the purposes specified in clause 5.2; is not defamatory, does not constitute trade libel or product disparagement or is not unlawfully threatening or harassing; is not false, inaccurate, or misleading; does not infringe any third party’s copyright, patent, trademark, trade secret or other proprietary rights, or rights of publicity or privacy; does not violate a nondisclosure agreement, or does not violate any law or regulation (including, without limitation, those governing export control, unfair competition, or false advertising); is not obscene or contains child pornography; or contain viruses, Trojan horses, time bombs, worms, cancelbots or other computer programming routines that may damage or interfere with the operation of any system, or unlawfully intercept any data or personal information.
5.4 You waive any moral rights You may have in the Contribution for the purposes specified in clause 5.2.
5.5 Contributions do not reflect the Our views and We do not verify, endorse, or vouch for any such content. We do reserve the right, at any time, without prior notice and without limiting any and all other rights We may have, at law or in equity, to (a) modify, refuse or remove the Contribution; (b) revoke the applicable user’s right to use the Web Site and/or the Services; and/or (d) use any technological, legal, operational or other means available to Us to enforce the provisions of these Terms, including, without limitation, blocking specific IP addresses or deactivating the applicable user’s registration, where We believe, in Our sole discretion, that any Contribution is inaccurate, was posted without authorisation, or otherwise does or may violate these Terms.
6.1 You hereby agree to indemnify, defend and hold Us, Our subsidiaries, parent corporation and affiliates, and all of their respective officers, directors, owners, employees, agents, licensors, representatives, licensors and suppliers, harmless from and against any and all liability, losses, expenses, damages and costs (including attorneys’ fees), incurred by Us, Our subsidiaries, parent corporation and affiliates, and all of their respective officers, directors, owners, employees, agents, licensors, representatives, licensors and suppliers in connection with any claim arising out of Your use of the Web Site or Services, any use or alleged use of Your accounts or Your passwords by any person, whether or not authorized by You, the content You submit, post, transmit or make available through the Web Site or Services, Your violation of these Terms, Your connection to the Web Site or Services, or Your violation of the rights of any other person or entity.
6.2 We reserve the right to assume, at Our sole expense, the exclusive defence and control of any claim, action or other matter for which You are required to indemnify Us, and all negotiations for settlement or compromise thereof, and You agree to fully cooperate with Us in the defence of any such claim, action, settlement or compromise negotiations, as requested by Us.
7. Corporate information
8. Terms and conditions for subscribers, registered users, invitees and delegates
8.1 Our terms and conditions for online subscriptions and sales shall apply to use of the Web-Site and/or the Services where You are a Subscriber, Registered User, or Invitee, or Delegate which are available here (Terms for Online Sales, Subscriptions, and Services) (the “Online Terms”). By using the Web-Site and/or the Services as a Subscriber, Registered User, or Invitee, or Delegate You will have been deemed to agreed to and accepted the Online Terms.
9. Terms for online sales and event bookings
9.1 Our terms and conditions for online subscriptions and sales shall apply to Your purchase of products, data, and/or services provided by or licensed by Us. These terms are available here (Terms for Online Sales, Subscriptions, and Services).
10.1 Any variation to these Terms You request must be specifically agreed to by Us in writing. These Terms cannot be changed or terminated orally.
10.2 No delay, neglect or forbearance on Our part in enforcing any provision of these Terms will be deemed to be a waiver or in any way prejudice any of Our rights.
10.3 If any provision of these Terms is, for any reason, held to be unenforceable, illegal or otherwise invalid in any way, the unenforceable, illegal or invalid provision will not affect any other provision of these Terms and those provisions will continue in full force and effect and the unenforceable, illegal or invalid provision shall be deemed to be rewritten to provide the maximum benefit originally intended which is enforceable, legal and valid.
10.4 All notices to Us under these Terms must be sent to Our address, fax number or e-mail address set out below, or any other address that We may inform You of from time to time in accordance. All notices to You under these Terms will be sent to Your address, fax number or e-mail address set out on the Order (if You are a Subscriber or a Registered User) or as You provide as part of the online registration process on first use of the Web Site (if You are an Invitee), or any other address that You may inform Us of from time to time. Subscribers and Registered Users may inform Us of a change to their address for service online on the Web Site where appropriate. All notices may be delivered personally, or sent by first class prepaid post, by fax or by e-mail and will be deemed to have been served: if by hand, when delivered; if by first class post, 48 hours after posting; if by fax, when dispatched provided that the sender's fax machine produces automatic confirmation of error free transmission to the intended recipient; and if by e-mail when received.
10.5 OAG Aviation, 1 Capability Green, Luton, Bedfordshire, LU1 3LU, United Kingdom for the attention of Legal Counsel (Fax: +44 (0) 1582 695230) email@example.com.
10.6 Where these Terms are translated into a language other than English that translation shall be for reference only. In the event of any conflict between a non-English language version and the English language version of these Terms then the English language version of these Terms shall take precedence.
10.7 These Terms contain the entire agreement and understanding of the parties in relation to the use of the Web Site, and/or the Services and supersedes any proposal or prior agreement, oral or written, and any other communications between the parties relating to the subject matter of these Terms. You also may be subject to additional terms and conditions that may apply when You use or purchase other products and services, affiliate services, third-party content or third-party software.
10.8 You agree that We may automatically, and without notice, assign these Terms, in whole or in part, to a third party, in Our sole discretion, in connection with a merger, acquisition, reorganization or sale of substantially all of Our assets, in whole or in part.
10.9 You agree that nothing in these Terms confers or purports to confer on any person who is not a party to these Terms any beneficial rights, or any other right, to enforce any term or provision of these Terms.
10.10 These Terms shall be governed in accordance with the laws of England and Wales and it is agreed that the English and Welsh courts shall have non-exclusive jurisdiction. Nothing in this clause will prevent Us from applying for and obtaining injunctive relief or enforcement of any order of an English and Welsh court in any other country or jurisdiction.
11. Where You are resident in the Americas or the Caribbean the following additional clauses and/or variations to the above terms shall apply to Your use of the Web Site and/or the Services:
11.1 Your Responsibilities: In addition to the provisions of clause 2, You agree that You will comply with United States law regarding the transmission of technical data exported from the United States.
11.2 Disclaimers of Warranties: Clauses 3.1 and 3.3 shall be replaced with: THE WEB SITE, THE SERVICES, MATERIALS, PRODUCTS AND CONTRIBUTIONS ARE MADE AVAILABLE ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY REPRESENTATION, PROMISE OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, OR ANY GUARANTY OR ASSURANCE THE WEB SITE, THE SERVICES, MATERIALS, PRODUCTS AND CONTRIBUTIONS WILL BE AVAILABLE FOR USE, OR UNINTERRUPTED OR ERROR FREE, OR THAT ALL PRODUCTS, FEATURES, FUNCTIONS OR OPERATIONS WILL BE AVAILABLE OR PERFORM AS DESCRIBED OR THAT ANY ERRORS WILL BE CORRECTED. IN ADDITION, ANY MATERIAL THAT YOU DOWNLOAD OR OTHERWISE OBTAIN THROUGH OUR SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY POTENTIAL DAMAGES TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM YOUR DOWNLOAD OF ANY SUCH MATERIAL. Without limiting the foregoing, We are not responsible or liable for any malicious code, delays, inaccuracies, errors, or omissions arising out of Your use of the Web Site, the Services, materials, products and Contributions. As between You and Us, You are assuming the entire risk as to the quality, accuracy, performance, timeliness, adequacy, completeness, correctness, authenticity, security, and validity of any and all features and functions of the Web Site and the Services, including, without limitation, postings and materials associated with Your use of the Web Site and the Services. Under no circumstances shall We or Our subsidiaries, parent corporation and affiliates, and all of their respective officers, directors, owners, employees, agents, licensors, representatives, licensors and suppliers, be liable for any loss or damage caused by Your reliance on information obtained through the Web Site or the Services. It is Your responsibility to evaluate the information, opinion, advice, or other content available through the Web Site and the Services.
11.3 Limitation of Liability: Clause 3.6 shall be replaced with: IN NO EVENT SHALL WE, OUR SUBSIDIARIES, PARENT CORPORATION AND AFFILIATES, AND ALL OF THEIR RESPECTIVE OFFICERS, DIRECTORS, OWNERS, EMPLOYEES, AGENTS, LICENSORS, REPRESENTATIVES, LICENSORS AND SUPPLIERS, BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY, UNDER ANY THEORY, INCLUDING NEGLIGENCE, FOR DAMAGES OF ANY KIND ARISING FROM THE USE OF THE WEB SITE AND/OR THE SERVICES, INCLUDING BUT NOT LIMITED TO DIRECT, INDIRECT, ACTUAL, INCIDENTAL, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES, LOST INCOME, REVENUE OR PROFITS, LOST OR DAMAGED DATA, OR OTHER COMMERCIAL OR ECONOMIC LOSS, THAT RESULT FROM YOUR USE OF, OR INABILITY TO USE, THE WEB SITE AND/OR THE SERVICES, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES ARE FORESEEABLE. BY USING THE WEB SITE AND/OR SERVICES, YOU AGREE THAT THIS LIMITATION WILL APPLY TO ANY MERCHANDISE, SERVICES, AND CONTENT THAT MAY BE AVAILABLE THROUGH SUCH WEB SITE AND/OR SERVICES. IN THE EVENT THAT APPLICABLE LAW DOES NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR DAMAGES, YOU AGREE THAT IN NO EVENT SHALL THE TOTAL OUR LIABILITY OR THAT OF OUR SUBSIDIARIES, PARENT CORPORATION AND AFFILIATES, AND ALL OF THEIR RESPECTIVE OFFICERS, DIRECTORS, OWNERS, EMPLOYEES, AGENTS, LICENSORS, REPRESENTATIVES, LICENSORS AND SUPPLIERS, TO YOU FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION OF ANY KIND EXCEED ONE HUNDRED DOLLARS ($100.00). Notwithstanding any claim that a sole or exclusive remedy which is provided in these Terms may or does fail of its essential purpose, You specifically acknowledge and agree that Your sole and exclusive remedy for any loss or damage shall be to have Us, upon written notice from You, attempt to repair, correct or replace any deficient Web Site or Service and, if repair, correction or replacement is not reasonably commercially practicable for Us, in Our sole discretion, to refund any monies actually paid by You for the Web Site or Service involved and to terminate and discontinue your use of the Web Site or Services.
11.4 Choice of Law and Forum: Clause 10.10 shall be replaced with: The formation, construction, and interpretation of these Terms shall be controlled by the laws of the State of New York, giving no effect to conflict of laws provisions. The U.N. Convention of Contracts for the International Sale of Goods is expressly excluded from any interpretation of these Terms. Any dispute relating to these Terms shall be subject to the exclusive jurisdiction of the state and federal courts in New York, New York, U.S.A., and the parties agree to submit to the personal and exclusive jurisdiction of these courts.
11.5 Statute of Limitations: You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Web Site, the Service or these Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred.