oag   Licence for the use of the OAG Links Service

These terms and conditions apply to all Registered Users and Invitees, as defined below, (together defined as “You” or “Your”) that access this site and its systems and services.  These terms and conditions constitute a licence agreement (this “Licence”) between You and OAG Aviation Worldwide Limited, whose registered office is at 1 Capability Green, Luton, Bedfordshire LU1 3LU, United Kingdom, whose Company Registration Number 8434134, England and whose VAT number is GB 157 6342 93 (“We”, “Us”, or “Our”), that governs your use of the this site, its systems and services.  By using this site, its systems and services You agree to be bound by this Licence.  If You do not agree to this Licence You should not access the systems and services.

1.       Definitions

1.1                In this Licence, the following expressions have the meanings set below:

“Commencement Date”   means the date on which You first access the Services;

“Contribution”   means the changes made to the OAG Database by Registered Users utilising OAG Links, such changes include but are not limited to insertions, additions, deletions, modifications and amendments to carrier or carriers flight schedules and associated data;

“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 the restricted section of Our Web Site to access OAG Links Demo System or OAG Links Training System or any other related web site or system to which access is restricted;

“Licensed Location”   means the address(es) from which You may access the Services as set out in an addendum to this Licence and agreed by Us;

“Licensed Users”   means the number of Your users that are licensed to use the Services, as set out in an addendum to this Licence and agreed by Us;

“OAG Database”   means Our central repository for schedules and associated data that a Registered User accesses for the purpose of interrogating and updating those data permitted by the security system;

“OAG Links”   means the online system which We make available to airlines for the purpose of directly updating their schedules and associated data in the OAG Database;

“OAG Links Demo System”   means the demonstration version of OAG Links, being the interactive system which We provide to airlines to demonstrate the functionality of OAG Links;

“OAG Links Training System”   means the separate but fully functioning area within the OAG Database where a Registered User may conduct practice and test updates;

“Registered User”   means the business or individual registered to use OAG Links;

“Services”   means OAG Links, the OAG Links Demo System and OAG Links Training System and access to restricted areas of the Web Site as necessary to use the services;

“Systems”   means OAG Links Demo System and the OAG Links Training System;

“User Documentation”   means the user documentation provided to You by Us either as a web-based manual for download or in hard-copy form that prescribes the correct procedure for using the Services.

“User Identification”   mean the Username assigned by Us to each Invitee or Registered User;

“Web Site”   means Our web site with the URL www.oag.com.

2.       Licence

2.1                Subject to the terms and conditions of this Licence, We hereby grant each Registered User from the Commencement Date a non-exclusive, royalty-free, revocable licence, with no right of sub-licence, to use OAG Links and the OAG Links Training System in accordance with the User Documentation at the Licensed Location, where specified, and to the limit of Licensed Users.

2.2                Subject to the terms and conditions of this Licence, We hereby grant each Invitee from the Commencement Date a non-exclusive, royalty-free, revocable licence, with no right of sub-licence, to use the Systems in accordance with the User Documentation at the Licensed Location, where specified, and to the limit of Licensed Users.

3.       The Services

3.1                We will use Our reasonable endeavours to provide the Registered User and Invitee with the Services.

3.2                We will use Our reasonable endeavours to make the Web Site and the relevant Services available to the Registered User or Invitee 24 hours a day, 7 days a week.  However, We reserve the right to suspend access to the Web Site and/or any of the Services at any time, without notice and We may, at Our sole discretion, restrict Your use of the Web Site and, in the case of Registered Users and Invitees, the Services, or limit the hours of their availability.

3.3                We will provide each Registered User and Invitee with User Identification and a password for use in accessing the relevant Services.

3.4                We will provide a help desk that may be contacted by the Registered User or Invitee on the telephone number set out in the User Documentation, or as otherwise published by Us from time to time.

3.5                We reserve the right to add, delete or modify any of the Services and these terms and conditions at Our sole discretion.  Any such changes shall become effective when We place the amended terms and conditions on the Web Site or when We otherwise notify You of the changes in writing.

4.       Your Responsibilities

4.1                You will:

4.1.1           not use any Web Site or the Services for any criminal or unlawful activity;

4.1.2           not introduce any virus, logic bomb, harmful code or trojan horse to any Web Site or any of the Services;

4.1.3           comply with all of Your obligations in Your agreement with Your internet service provider (including any internet acceptable use policies);

4.1.4           comply with all applicable laws, regulations and conventions;

4.1.5           immediately notify Us if You suspect or become aware of any unauthorised use of any Web Site or of the Services;

4.1.6           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).

4.2                If You are a Registered User or an Invitee in addition to those obligations set out in Clause 4.1 You will,:

4.2.1           at Your expense obtain, install, and maintain suitable equipment and software and Internet access or connection services necessary to access the Services or any other of the services that are provided by Us in electronic format;

4.2.2           keep Your User Identification and password strictly confidential and not allow any third party to use them to access any Web Site or Services; and

4.2.3           immediately notify Us if You suspect or become aware of any unauthorised use of Your User Identification or password.

4.2.4           use OAG Links to update the schedules and associated data of only those carriers You are authorised to access.

4.2.5           immediately notify Us if You gain access to any unauthorised area of the OAG Database.

5.       Liability

5.1                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 COMPANY WEB SITE, AT THE POINT YOU ACCESS SUCH THIRD PARTY WEB SITE THAT RELATIONSHIP IS THEN BETWEEN YOU AND SAID THIRD PARTY AND AS SUCH WE BEAR NO LIABILITY IN RESPECT OF THE SAME.

5.2                EXCEPT AS EXPRESSLY SET OUT IN THIS LICENCE 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.

5.3                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 DATACOMMUNICATIONS FACILITIES.

5.4                NEITHER PARTY IS LIABLE FOR ANY LOSS OR DAMAGES ARISING FROM ANY CAUSE BEYOND ITS CONTROL.

5.5                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 LICENCE, OR ANY OTHER CAUSE OF ACTION:

5.5.1           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 FORSEEABLE CONSEQUENCE OF THE RELEVANT NEGLIGENCE, BREACH OF CONTRACT OR OTHER CAUSE OF ACTION;

5.5.2           LOSS OF USE OF OR DESTRUCTION OF YOUR DATA (WE RECOMMEND THAT YOU TAKE REASONABLE MEASURES TO BACK-UP YOUR DATA);

5.5.3           ANY CLAIMS AGAINST YOU BY ANY OTHER PARTY; WHETHER DIRECT OR INDIRECT EVEN IF WE HAS BEEN ADVISED OF THE POSSIBILITY OF THAT LOSS OR DAMAGE ARISING.

5.6                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 LICENCE OR ARISING IN CONNECTION WITH ANYONE WHO ACCESSES THE WEB SITE OR USES ANY OF THE SERVICES USING YOUR PASSWORD OR USER IDENTIFICATION.

5.7                WE HAVE NO LIABILITY TO YOU, NOR TO ANY THIRD PARTY ON WHOSE BEHALF YOU USE THE SERVICES, FOR ANY LOSS OR DAMAGE ARISING FROM YOUR USE OF THE SERVICES OR THE WEB SITE NOR FOR ANY INACCURACY IN DATA INPUT, ACT, OMMISSION, OR ERROR, OR OTHERWISE, ARISING FROM YOUR USE OF THE SERVICES OR THE WEB SITE.

5.8                WITHOUT PREJUDICE TO CLAUSE 5.9 OUR MAXIMUM LIABILITY TO YOU, IN AGGREGATE, IS LIMITED TO US$10,000 (TEN THOUSAND UNITED STATES’ DOLLARS) FOR ANY SINGLE EVENT OR SERIES OF EVENTS ARISING FROM A SINGLE CAUSE.

5.9                NOTWITHSTANDING ANY OTHER CLAUSE IN THIS LICENCE, NEITHER PARTY EXCLUDES ITS LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY (i) ITS GROSS NEGLIGENCE OR (ii) FOR FRAUD.

6.       Privacy Policy

6.1                We may use personal information provided by You in connection with this Licence, in accordance with the terms of Our Privacy Policy.  Our Privacy Policy is hereby incorporated into and forms part of this Licence.

7.       Intellectual Property Rights

7.1                All the Intellectual Property Rights in the Web Sites, the Services 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.  We grant to the Registered User and the Invitee for the duration of this Licence a revocable, non-exclusive, non-transferable licence to use the Services strictly in accordance with the express terms of this Licence.

7.2                You must:

7.2.1           not use any Web Site or the Services on behalf of or for the benefit of any third party whatsoever;

7.2.2           not use or copy any material, information or data contained within the OAG Database, on any Web Site or in the Services except to the extent necessary to receive the Services;

7.2.3           not use data mining, screen scraping, or similar data gathering and extraction tools on the OAG Database, on the Web Site, except with Our express written consent;

7.2.4           not decompile, disassemble or otherwise reverse engineer any of the Services, save as permitted by law;

7.2.5           not modify any of the Services in any way or create derivative works of the Services;

7.2.6           not disclose the whole or part of the Services to any third party;

7.2.7           where a Licensed Location is specified in an attachment to this Licence in respect of any particular Services, access and use the Services only at that Licensed Location;

7.2.8           limit Your use of the Services to the specified number of Licensed Users where a limited number of Licensed Users are specified in the Licence.

7.3                We will indemnify You and keep You indemnified against all direct losses, claims, damages and expenses (including reasonable legal expenses) You incur in relation to any third party claim that Your use of the Services and/or the Web Site (or any part thereof) constitutes infringement of any intellectual property rights owned by a third party provided that: 

7.3.1           You promptly notify Us in writing of any infringement or allegation of infringement and in any event not later than 30 (thirty) days after You become aware of such infringement or allegation; and

7.3.2           You allow Us to conduct all negotiations and proceedings; and

7.3.3           You give Us reasonable assistance, information and authority as we may require to perform Our obligations under this clause; and

7.3.4           You make no admission relating to the infringement or alleged infringement.

7.4                If a claim of infringement is made or We believe is likely to be made in respect of the Services and/or the Web Site and any data therein, We shall have the right but not the obligation to procure for You the right to continue using the Services and/or the Web Site and any data therein or to modify the same in any way that it becomes non‑infringing provided that the Services and/or the Web Site and any data therein remains capable of performing substantially the same functions and facilities as that originally supplied.  Exercise of the right under this clause 7.4 shall be in full and final settlement of Our indemnity and liability to You in respect of the infringement or allegation of infringement.

7.5                You agree, by submitting a Contribution and by using the Services, to grant Us a perpetual, worldwide, non-exclusive, royalty free, irrevocable, sub-licensable right and licence to use, reproduce, modify, adapt, publish, translate, distribute, merge, make available to the public and exercise all copyright and database rights with respect of the Contribution in any form, whether in print or electronic format.  If You do not wish to grant Us the rights described in this clause, You should not submit a Contribution to the OAG Database or use the Services.

7.6                Further to clause 7.5, by using the Services, You warrant that You have all the requisite rights, permissions and licenses (i) to make it available to Us for the purposes specified in clause 7.5; and (ii) to use the Services and make Contributions on behalf of any third party.

7.7                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 7.6 above.

7.8                You waive any moral rights You may have in the Contribution for the purposes specified in clause 7.5<.

8.       Termination

8.1                For the Invitee or Registered User, this Licence will commence on the Commencement Date and will continue until either party gives the other written notice of termination.

8.2                We may, without liability, suspend the provision of any or all of the Services to You if You are in breach of any of Your obligations under this Licence

8.3                Either party may terminate this Licence immediately by serving written notice on the other party if the other party:

8.3.1           at any time, goes into liquidation (either compulsorily or voluntarily) or an administrator, receiver, administrative receiver, manager or similar officer is appointed in respect of the whole or part of its assets, or if that party makes an assignment for the benefit of, or a composition or arrangement with its creditors, or enters into or becomes subject to a like or equivalent insolvency or enforcement procedure or threatens to do so or is threatened with any of these things; or

8.3.2           breaches any provision of this Licence which is incapable of being remedied; or

8.3.3           breaches any provision of this Licence which is capable of being remedied but has failed, within 30 days after being requested by the other party in writing to remedy the breach.

8.4                Termination or expiry of this Licence will not affect any accrued rights or liabilities of either party.

9.       General Terms

9.1                Except as set out in clause 3.5, any variation to this Licence must be specifically agreed by both parties in writing.

9.2                Where You are a Registered User or Invitee You may not assign, sub-license or otherwise transfer Your rights under the Licence, sub-contract Your obligations, or resell any of the Services without Our prior written permission.  We may assign, transfer or sub-contract Your rights and/or obligations to any third party.

9.3                No delay, neglect or forbearance on Our part in enforcing any provision of this Licence will be deemed to be a waiver or in any way prejudice any of Our rights.

9.4                If any provision of this Licence 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 this Licence 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.

9.5                All notices given to Us under this Licence must be sent to Our address, fax number or e-mail address set out below, or any other address that We may notify to You from time to time in accordance with this clause.  All notices given to You under this Licence must be sent to Your address, fax number or e-mail address provided by You as part of the on-line registration process on first use of the Web Site, or any other address that You may notify to Us from time to time in accordance with this clause. 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.

9.6                Registered Users and Invitees should contact:

Database Management

OAG Worldwide Limited

1 Capability Green Luton

Beds

LU1 3LU

United Kingdom

email: schedules@oag.com
Company Number: 8434134

9.7                Where this Licence is 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 this Licence then the English language version of this Licence shall take precedence.

9.8                Nothing in this Licence confers or purports to confer on any person who is not a party to this Licence any rights under the Contracts (Rights of Third Parties) Act 1999 of England and Wales, or any other right, to enforce any term or provision of this Licence.

9.9                This Licence shall be governed in accordance with English law and both You and We agree to submit to the non-exclusive jurisdiction of the English courts.  However, nothing in this clause will prevent Us from applying for and obtaining injunctive relief or enforcement of any order of an English court in any other country or jurisdiction.

9.10            This Licence contains the entire agreement and understanding of the parties in relation to the use of the Web Site and Services and supersedes any proposal or prior agreement, oral or written, and any other communications between the parties relating to the subject matter of this Licence.