TERMS AND CONDITIONS

  1. Definitions

    1. “Innovata Content” means the proprietary schedule information and any other content that is made available to Customer and each Authorized User by Innovata through the Flightmaps Analytics service.
    2. “Authorized User” means a Customer employee who has received a valid Password from Innovata and has accepted the Terms of Service set forth in this Agreement.
    3. “Authorized User Fee” means the subscription fee that is due from Customer for each Authorized User access issued under this Agreement as set forth in Exhibit A.
    4. “Password” means the unique password assigned to each Authorized User by Innovata that permits access to the Flightmaps Analytics service.
  2. Customer Rights and Obligations

    1. License Grant. Subject to the terms of this Agreement, Innovata hereby grants Customer a non-exclusive, nontransferable, personal right and license during the Agreement Term to allow the number of Authorized Users for which Customer has purchased subscriptions to access and use the Innovata Content via the Flightmaps Analytics service solely for Customer’s internal business purposes.
    2. Restrictions. Except as expressly authorized in this Agreement, Customer: (i) will use reasonable efforts to ensure that the Innovata Content accessed is not distributed or displayed in any way to any third party; (ii) will take all reasonable steps to protect the Flightmaps Analytics service from unauthorized access or use; (iii) will use best efforts to prevent third parties from obtaining Passwords; and (iv) will immediately inform Innovata of any actual or potential unauthorized access to a Password or to Flightmaps Analytics service . Innovata reserves all rights not expressly granted in this Agreement.
  3. Fees and Payment

    1. Authorized User Fees. Customer agrees to pay Innovata the subscription fees under the terms and payment conditions set forth in Exhibit A. Subscription to the Service provides each Authorized User with a twelve (12) month continuous unrestricted and unlimited access to the Innovata content within the Flightmaps Analytics service.
    2. Payment/Timing. Payment shall be paid in full and in advance for each annual subscription and all Authorized Users' passwords will be issued on receipt of payment as set forth in Exhibit A. All amounts are due in United States Dollars and are net of any taxes or applicable wire transfer fees. Customer agrees that it will be responsible for all sales, use or services taxes of any kind, with the exception of taxes based on Innovata's LLC’s income. Customer may extend subscription rights and maintain access for Authorized Users for subsequent twelve (12) month periods on payment of the appropriate fees.
  4. Proprietary Rights

    All rights, title, and interest in the Innovata Content shall remain exclusively with Innovata. Access to the Flightmaps Analytics service and the Innovata Content is provided to Authorized Users only to allow Customer to exercise Customer’s rights under this Agreement.
  5. Disclaimer

    Customer acknowledges and agrees that any collection and compilation of data may result in the likelihood of some human and machine errors or omissions. ACCORDINGLY, CUSTOMER AGREES THAT INNOVATA PROVIDES THE CONTENT ON AN “AS-IS” AND “WHERE-IS” BASIS. INNOVATA DOES NOT WARRANT THAT THE INNOVATA CONTENT WILL BE ERROR FREE OR THAT ALL ERRORS CAN OR WILL BE CORRECTED. INNOVATA MAKES NO WARRANTIES WITH RESPECT TO THE ACCURACY OF THE INFORMATION ACCESSED, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND INNOVATA EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF NON-INFRINGEMENT OF THIRD PARTY RIGHTS, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, OR ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE.
  6. Limitations of Liability

    1. CUSTOMER AGREES THAT IN NO EVENT WILL INNOVATA BE LIABLE TO CUSTOMER OR TO ANY THIRD PARTY CLAIMING THROUGH CUSTOMER FOR THE RESULTS OF CUSTOMER’S OR ITS AUTHORIZED USERS’ USE OF THE INNOVATA CONTENT, OR FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, INDIRECT OR PUNITIVE DAMAGES EVEN IF INNOVATA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
    2. THE CUMULATIVE LIABILITY OF INNOVATA TO CUSTOMER FOR ALL CLAIMS ARISING UNDER THIS AGREEMENT, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING NEGLIGENCE, SHALL NOT EXCEED THE TOTAL ANNUAL AMOUNT OF ALL FEES PAID TO INNOVATA BY CUSTOMER.
  7. Indemnification

    Innovata shall, at its expense, defend, indemnify, and hold Customer and its Authorized Users harmless from and against any claim, suit, proceeding or loss, damages or liability of any kind resulting from, arising out of, or related to a claim that the Innovata Content infringes or misappropriates any third party copyright, I.P, trade secret, or U.S. patent; provided that Customer provides Innovata with prompt notice of such claims, and provides Innovata with reasonable assistance with respect to the defense thereof. In the event that the use of the Innovata Content is or may be enjoined, Innovata will use commercially reasonable efforts to replace the infringing Content with noninfringing Content. CUSTOMER ACKNOWLEDGES THAT THE FOREGOING INDEMNITY AND LIMITED REMEDY IS CUSTOMER’S SOLE AND EXCLUSIVE REMEDY, AND INNOVATA'S SOLE AND EXCLUSIVE LIABILITY, WITH RESPECT TO THE INFRINGEMENT BY THE CONTENT OF ANY THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS.
  8. Miscellaneous

    This Agreement shall be governed by the laws of the State of Georgia. This Agreement may not be modified except by a written instrument signed by both parties.