USER LICENSE AGREEMENT

NOTICE TO USER:

DO NOT CONTINUE UNTIL YOU HAVE READ THIS AGREEMENT

Our Software license is displayed so you have the opportunity to read it before continuing with the activation of this software service subscription. DO NOT CONTINUE activating this software service subscription until you have carefully read this Agreement.

REVIEW THE FOLLOWING TERMS AND CONDITIONS CAREFULLY BEFORE USING THE SERVICES, including, without limitation, the Software and Materials PROVIDED TO YOU, VIA THE SITE. By using these Services or paying a subscription fee, you indicate your acceptance of the terms and conditions, which constitute the user license agreement (“Agreement”) between the end user of the Services ("you") and Labelmaster® Software (“LMS”), a division of American Labelmark Company.

BY CONTINUING WITH THIS ACTIVATION, YOU ACCEPT ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT. If you do not agree with the terms and conditions of this Agreement, promptly cease any further use of the Site and the Services.

If you wish to print out a copy of this Agreement, you should highlight this text, right-click, select “copy”, then “paste” it into a word processing program document.

In return for acquiring a license to use the Services, including, without limitation, the Software and Materials, which includes this Agreement as an integral part thereof, you agree to the following terms and conditions:

1. DEFINITIONS. Unless otherwise defined below, the capitalized terms used in this Agreement shall be defined in the context in which they are used:

(a) “Charges” means the amount you pay for use of the Services, including, without limitation, the Software and Materials.

(b) “including” and “includes” mean including and includes without limiting the generality of the foregoing.

(c) “intellectual property rights” means collectively, any rights under any patent, trademark, copyright, and/or trade secret laws, as well as any other intellectual property or proprietary rights recognized in any country or jurisdiction worldwide, including moral rights and similar rights, unless otherwise reserved.

(d) “Material” shall have the meaning set forth in Section 4(b)(i).

(e) “Password” means the unique user name and password assigned to you by LMS in order to permit access to and use of the Site and the Services.

(f) “Service” or “Services” means, as the context requires, (i) the Site generically known as the Dangerous Goods Information System and the associated Software and Materials contained therein; (ii) the right of access and use that LMS provides you to the Site and the service features and functionality that is a part of the Site; and (iii) maintenance of the Site and all releases, updates and upgrades and the interfaces to the Site and Service made available by LMS throughout the Term of this Agreement.

(g) “Site” means the website on the Internet at which LMS hosts the Services to be provided under this Agreement.

(h) “Software” means the LMS software (in object code) that is subject to the Services and this Agreement.

(i) “Term” means the applicable period specified in Section 3 and any Renewal Term described therein or extension thereof, if applicable, collectively.

(j) “Trademarks” means collectively, the trademarks, service marks, trade names, logos or other commercial or product designation(s) of LMS.

(k) “Usage Data” means all such data and information regarding the use of the Site by you that LMS collects or maintains in conjunction with its provision of the Site or the Services, including all your use statistics, viewing records, page view statistics and related information.

(l) “use” means, as the context, requires authorized access and use of the Site and Services, including the Software and Material, by you.

(m) “Viruses” shall mean viruses, disabling codes, Trojan horses, worms, spyware, malware and similar items which may corrupt, destroy or interfere with the use or operation of computers, systems or software as well as access codes, devices and “back doors” allowing the circumvention of established security and access procedures.

2. Terms and Conditions. You agree that the terms, conditions, covenants and obligations specified in this Agreement shall apply to your use of the the Services, the Site, and the Software and Materials therein.

3. Term and Termination.The term of this Agreement shall begin on the date you purchase the Software and shall expire one (1) year thereafter ("Term").

(a) Termination for Cause. LMS may terminate this Agreement at any time if you fail to comply with any terms or conditions in this Agreement.

(b) Effect of Termination. Upon the effective date of this Agreement’s termination or expiration (i) you will cease Use of the Site and the Services, including the Software and any and all Materials, (ii) your access to the Site will be disabled, (iii) you shall pay any Charges or other amounts owing to LMS as of the effective date of the termination.

4. Use of Site and Materials.

(a) General.

(i) Unless otherwise specified, the Site is for your use as described in these terms and conditions. The Site, the Software, the Material or any other content contained therein may not be used for any purpose that is unlawful or prohibited by these terms and conditions, to solicit the performance of any illegal activity or for any other activity which infringes the rights of LMS or others. LMS shall have the right to immediately terminate your Password and right to access the Site and the Services if LMS, in its sole discretion, considers you to have breached the terms of this Agreement or to have otherwise engaged in unacceptable conduct. In such an event, no refund of prepaid fees will be granted.

(ii) All right, title and interest (including all copyrights and other intellectual property rights) in the Software and Material on the Site (in both print and machine-readable forms) belong to LMS and its licensors. You do not acquire any proprietary interest in any aspect of the Software or Material (or copies thereof) apart from the licensed right to use such Software and Materials as provided for in this Agreement.

(b) Proprietary Rights and License.

(i) LMS Property. The Site, including the supporting operating systems, all content, and tools resident therein, including the Software and Materials, as well as any updates and upgrades to any of the aforementioned, which may or may not include new Materials, enhancements and additional features, capability and functionality shall at all times remain the sole exclusive property of LMS, LMS’s affiliates or LMS’s licensors. The Site and Software therein is owned and operated by LMS and contains material which is derived in whole or in part from material owned by LMS, its affiliates, its licensors and other sources (“Material”). The Material on the Site is the property of LMS and its licensors. Although the Services may contain particular components, files or portions which are in the public domain, you explicitly acknowledge and agree that this information is inextricably intertwined with proprietary formatting and information belonging to and developed by LMS. Public information in the Services is not included under the copyright laws. The public information in the Services does contain proprietary formatting and information that is not public information.

(ii) Grant of License.

(A) LMS hereby grants you a non-exclusive, non-sublicensable, non-assignable license for you to access and use the Site, the Software and the Materials contained therein, throughout the Term. You are responsible for any costs associated with your own computer hardware, software and telecommunications access as needed to access the Internet.

(B) You may be subject to additional terms and conditions imposed by third party content providers in connection with third party content, software or services provided through or in connection with the Site, the Services or this Agreement.

(iii) Prohibited Practices. For greater certainty, you are not licensed or permitted to do any of the following, and shall not allow any third party to do any of the following: (A) access or use, or attempt to access or use, any other LMS systems, programs, data, software or subscription based service that is not expressly licensed to you pursuant to this Agreement or pursuant to another agreement between you and LMS; (B) except as otherwise expressly provided for under this Agreement, copy, reproduce, transfer, assign, rent, republish, upload, post, transmit, resell or distribute in any way any Material from the Site, including code and the Software from the Site; (C) permit any third party to benefit from the use or functionality of the Services; (D) transfer any of the rights granted to you under this Agreement; (E) work around any technical limitations in the Services, use any tool to enable features or functionalities that are otherwise disabled in the Services, or decompile, disassemble, or otherwise reverse engineer the Services except as otherwise permitted by applicable law; (F) perform or attempt to perform any actions that would interfere with the proper working of the Services, prevent access to or the use of the Services by LMS's other licensees or customers, or impose an unreasonable or disproportionately large load on LMS's infrastructure; (G) use the Services for any illegal purpose or in any manner that would violate any applicable laws, ordinances, or regulations of the United States or any state, county, or other governmental entity, or infringe upon the intellectual property of any third party; (H) otherwise use the Services except as expressly allowed under this Section; or (I) publicly display or perform any of the Services to any audience.

(iv) No Other Rights.

(A) Except as expressly stated herein, this Agreement does not grant you any rights to patents, copyrights, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights, franchises, or licenses with respect to the Services.

(B) YOU MAY NOT MODIFY, TRANSLATE, DISASSEMBLE, DECOMPILE, REVERSE ENGINEER OR OTHERWISE ATTEMPT TO ACCESS THE SOURCE CODE OF THE SOFTWARE OR REDUCE IT TO A HUMAN READABLE FORM, IN WHOLE OR IN PART.

(C) If you are located in a jurisdiction that permits limited reverse engineering you may perform limited reverse engineering, but only after giving three-month advance written notice to LMS and only to the extent permitted by applicable law. You may not publish or disclose the results of any benchmarking of Services, or use such results for your own competing software development activities without three-month advance written notice to LMS and only to the extent permitted by applicable law.

(D) The source code of the Services, and the algorithms, concepts, techniques, methods and processes embodied therein, constitute trade secrets and confidential and proprietary information of LMS and you may not access or use such trade secrets and information in any manner, except to the extent expressly permitted herein. LMS retains all title, copyright, patent and other proprietary rights therein. you may not remove or obscure any copyright, trademark or patent notices found in or on any user documentation or the Services.

(E) YOU ARE EXPRESSLY FORBIDDEN TO DOWNLOAD OR INCORPORATE ANY OF THE PROPRIETARY FORMATTING AND/OR INFORMATION PROVIDED IN THE SOFTWARE FOR ANY COMMERCIAL USE.

(v) Acknowledgement. You acknowledge that:

(A) LMS’s Software and Materials accessed and used under this Agreement are not sold, but licensed for use and that use shall cease at the end of the Term. Upon expiration or termination of this Agreement, you will cease use and delete any copies of any Materials licensed by LMS under this Agreement, and you agree to provide LMS with a written, signed statement, which certifies compliance with the foregoing obligation if required by LMS. LMS reserves all rights not expressly granted to you pursuant this Agreement. You agree to take all reasonable steps to prevent unauthorized use or disclosure of the Software and Materials.

(B) Use of certain third party sites accessed via the Site may require and be subject to terms and conditions of use imposed by third party content providers in connection with third party content, software or services and that these terms and conditions may apply to you when accessing said sites.

(c) Non-Assertion. You shall refrain, both during and after the Term, from any act which is inconsistent with LMS's ownership and property rights to any intellectual property owned by LMS, including but not limited to the Materials, the Site, and LMS's Trademarks. To the extent that you acquire any rights in LMS's intellectual property, you hereby assign all right, title and interest in and to the foregoing.

5. USERS, PASSWORD AND SECURITY.

(a) Designated Users. You agree that you will not allow for others to use the Site or Services.

(b) Password Assignment. You will be assigned a personal Password or sent an activation link provided by LMS. You accept full responsibility for the use and protection of your Password, and are solely responsible for ensuring that you (i) keep the Password confidential; and (ii) refrain from sharing your with another individual. You agree to promptly notify LMS if you become aware of any (x) loss or theft of the Password provided to you by LMS; or (y) unauthorized use of your Password or the Services, including the Software or any Materials. LMS shall be permitted to send notices to you reminding you to change your Password. In the event someone other than you accesses the Site through a Password provided to you, you shall be obligated to pay a monthly subscription charge for each month said access occurred. LMS may conduct an audit of the use of your Password.

(c) Registration and Activation. You must register prior to initial use of the Services and (i) provide true, accurate, current and complete information as prompted by the registration process and (ii) maintain and promptly update the registration data to keep it accurate, current and complete. If you provide any registration data that is inaccurate, not current or incomplete, or that LMS has reasonable grounds to suspect is inaccurate, not current or incomplete, LMS may, in its sole discretion, suspend or terminate your account and refuse any and all current or future access to and use of the Services (or any portion thereof) by such you. Automatic Services updates may occur as part of the service provided by the Services.

(d) Access Information. You are solely responsible for maintaining the confidentiality and security of, your login information, Password, account numbers and any other access to or use of the information, templates or data that you store or use in or with the Services.

(e) Information. Notwithstanding anything to the contrary contained in this Agreement, all material or information collected using the Services relating to your aggregate shipping volume data or classifications of your products, parts or goods shall be considered non-confidential and non-proprietary and LMS shall have no obligations with respect to same. LMS and its designees are free to copy, disclose, distribute, incorporate and otherwise use such material or information for any and all commercial or noncommercial purposes.

(f) Privacy of Communications. You acknowledge and agree that internet transmissions are never completely private or secure, and understand that any message or information sent to the Site may be read or intercepted by unauthorized parties, even if there is a special notice that a particular transmission is encrypted.

6. SERVICES.

(a) Acknowledgement of Externalities. You acknowledge that your access to the Site may be subject to certain externalities, such as the performance and ability to perform of various third party service providers, LMS’s subcontractors, LMS’s third party sources, and various third party telecommunications carriers, and that these externalities might impact your ability to access the Site or Services. LMS does not warrant availability of the Site or Services will be continuous, uninterrupted or error free, where impacted by such externalities that are beyond the reasonable control of LMS.

(b) E-mail Communications. Any e-mail messages from LMS or Labelmaster® will not be considered unsolicited commercial e-mail as defined by the CAN-SPAM Act of 2003 (15 U.S.C. § 7701, et seq.), as you are providing express consent to receive such messages by agreeing to this Agreement. Communications that may occur include notifications of regulatory changes, product updates, technical support notices, inquiries or follow up, and/or notification of the end of any license periods.

7. REPRESENTATIONS AND WARRANTIES.

(a) Warranty Disclaimer and Limitation of Liability. YOU ACKNOWLEDGE THAT LMS DOES NOT PROMISE THAT THE SITE OR ANY CONTENT, SERVICE OR FEATURE OF THE SITE WILL BE ERROR-FREE OR UNINTERRUPTED, OR THAT ANY DEFECTS WILL BE CORRECTED, OR THAT YOUR USE OF THE SITE WILL PROVIDE SPECIFIC RESULTS. THE SITE AND ITS CONTENT INCLUDING THE SERVICES, SOFTWARE AND MATERIALS, ARE DELIVERED ON AN “AS-IS” AND “AS-AVAILABLE” BASIS AND LMS DOES NOT PROMISE, GUARANTEE OR WARRANT THAT USE OF THE SOFTWARE OR THE MATERIALS OR THE APPLICATION OF THE CONTENT THEREOF WILL PRODUCE ANY PARTICULAR PERFORMANCE OR RESULT, FINANCIAL OR OTHERWISE. ALL INFORMATION PROVIDED ON THE SITE IS SUBJECT TO CHANGE WITHOUT NOTICE. LMS CANNOT ENSURE THAT ANY FILES OR OTHER DATA FROM THE SITE WILL BE FREE OF VIRUSES OR CONTAMINATION OR DESTRUCTIVE FEATURES. LMS EXPRESSLY DISCLAIMS ALL WARRANTIES NOT EXPRESSLY STATED HEREIN. LMS DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF ACCURACY, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. LMS EXPRESSLY DISCLAIMS ALL WARRANTIES NOT STATED HEREIN. LMS DISCLAIMS ANY AND ALL LIABILITY FOR THE ACTS, OMISSIONS AND CONDUCT OF THIRD PARTIES IN CONNECTION WITH OR RELATED TO YOUR USE OF THE SITE AND/OR ANY LMS SERVICES. YOU ASSUME TOTAL RESPONSIBILITY FOR YOUR USE AND SELECTION OF THE SITE AND SERVICES, INCLUDING THE SOFTWARE AND MATERIAL, TO ACHIEVE ANY INTENDED RESULTS. SUBJECT TO THE SERVICE LEVEL AGREEMENT AND THE OTHER PROVISIONS OF THIS AGREEMENT, YOUR SOLE REMEDY AGAINST LMS FOR DISSATISFACTION WITH THE SITE OR ANY CONTENT IS TO STOP USING THE SITE OR ANY SUCH CONTENT. THIS LIMITATION OR RELIEF IS A PART OF THE BARGAIN BETWEEN THE PARTIES. THE FOREGOING STATES THE SOLE AND EXCLUSIVE REMEDIES LMS WILL PROVIDE FOR BREACH OF WARRANTY.

(b) Some states do not allow the exclusion of implied warranties or limitations on how long an implied warranty may last, so the above limitation may not apply to you in full, but shall be interpreted to apply to the maximum extent permissible under applicable law. This warranty gives you specific legal rights and you may also have other rights which vary from state to state.

8. INDEMNIFICATION. You shall indemnify, defend and hold harmless, LMS, its officers, directors, employees, agent, licensors and suppliers from and against all losses, expenses, damages and costs, including reasonable attorneys’ fees, resulting from any violation of this Agreement.

9. LIMITATION OF LIABILITY.

(a) LMS guarantees you complete satisfaction with the Services during the thirty (30) day period following the start of the Term. At any time during that thirty (30) day period, you, at your sole option, may discontinue use of the Services and request a full refund. If you exercise this option, you must discontinue any use of the Services before you request a refund.

(b) LMS' liability relating to, in connection with and/or arising from this Agreement in any manner, including the Services, shall be limited to the Charges paid by you to LMS pursuant to this Agreement during the twelve (12) months prior to the claim or loss.

(c) IN NO EVENT WILL LMS BE LIABLE TO YOU FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING ANY LOST PROFITS, LOST SAVINGS, BUSINESS INTERRUPTION, LOSS OF OR DAMAGE TO INFORMATION OR OTHER DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE THE SERVICES, INCLUDING THE SOFTWARE OR MATERIALS OR ANY SUPPORT PROVIDED BY LMS, EVEN IF LMS OR ANY REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

(d) Some jurisdictions do not allow the limitation or exclusion of special, incidental or consequential damages, so the above limitations or exclusions may not apply to you in full but shall be interpreted to apply to the maximum extent permissible under applicable law.

(e) Unless otherwise required by law, an action or proceeding by either party hereto to enforce an obligation, duty, or right arising under this Agreement or by law with respect to the Services or this Agreement must be commenced within one year after the cause of action accrues.

10. GENERAL PROVISIONS.

(a) Ambiguity. There shall be no presumption that any ambiguity in this Agreement be resolved in favor of you.

(b) Assignment. This Agreement and/or any rights and obligations of LMS hereunder may be assigned by LMS, at any time and without charge to anyone, to any of its affiliates, or to a successor or new owner in a merger or sale of LMS or sale of all or substantially all of LMS’s assets. You may not sublicense, assign, or transfer this Agreement, the Services, any of your rights or obligations hereunder, or disclose any trade secrets embodied in the Services, except as expressly provided in this Agreement. Any attempt by you to sublicense, assign, or transfer any of the rights, duties, or obligations hereunder is void and shall automatically terminate this Agreement.

(c) Force Majeure. LMS shall not be liable for any failure or delay in the performance of its obligations under this Agreement if and to the extent that such failure or delay is caused, directly or indirectly, by fire, flood, earthquake, elements of nature or acts of God, riots, civil disorders, acts of terrorism, rebellions or revolutions, quarantines, embargoes and other government action, or any other cause beyond LMS's reasonable control.

(d) Hosting, Data Storage and Access.

(i) LMS shall have the right, in its sole discretion, to revise, update, or otherwise modify the Services and establish or change limits concerning use of the Services, web hosting or data storage, temporarily or permanently.

(ii) Your continued use of the Services after any such revision, update or modification will constitute your acceptance of and agreement to such changes. LMS may, from time to time, perform maintenance upon the Services resulting in interrupted service, delays or errors in the Services. Notwithstanding anything to the contrary contained in this Agreement, LMS will attempt to provide prior notice (by any means LMS determines in its discretion to be reasonable) of scheduled maintenance but cannot guarantee that such notice will be provided.

(iii) You acknowledge that you may be logged off the Site and prompted to reenter your Password in the event of your inactivity.

(e) Export. You will not knowingly, directly or indirectly, without prior written consent, if required, of the Office of Export Administration of the US Department of Commerce, Washington D.C. 20230, export or transmit any of the Services, or any direct product thereof, to any country to which such transmission is restricted by applicable regulations or statutes.

(f) Choice of Law. This Agreement and the use of the Site and Services will be governed by the laws of the State of Illinois, United States of America. You agree to submit to the exclusive jurisdiction of the courts in the County of Cook, State of Illinois for the resolution of any dispute or claim arising out of or relating to this Agreement. The prevailing party in any legal action or arbitration arising out of this Agreement shall be entitled to reimbursement for its expenses, including court costs and reasonable attorneys’ fees, in addition to any other rights and remedies such party may have.

(g) U.S. Government Restricted Rights. The Services are commercial products. Use, duplication, release, modification, transfer or disclosure thereof by the U.S. Government is subject to restrictions as set forth in subparagraph (c) of The Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or subparagraphs (c)(1) and (2) of Commercial Computer Software--Restricted Rights at 48 FAR 52.227-19, as applicable, or in similar or successor clauses

(h) Amendment. LMS shall have the right, to change or add to the terms of its Agreement at any time, and to change, delete, discontinue, or impose conditions on any feature or aspect of the Services (including but not limited to Internet based services, pricing, technical support options, and other product-related policies) upon notice by any means LMS determines in its discretion to be reasonable, including posting information concerning any such change, addition, deletion, discontinuance or conditions on any LMS sponsored web site, including but not limited to www.labelmaster.com. Any use of the Services by you after LMS’ publication of any such changes shall constitute your acceptance of this Agreement as modified.

(i) Integration. You acknowledge that you have read this Agreement, understand it, and that by clicking I ACCEPT, using the Services, or paying the Charges, you agree to be bound by its terms and conditions. You further agree that it is the complete and exclusive statement of the agreement between LMS and you which supersedes any proposal or prior agreement, oral or written, and any other communications between LMS and you relating to the subject matter of this Agreement. No variation of the terms of this Agreement or any different terms will be enforceable against LMS unless LMS gives it express consent, including an express waiver of the terms of this Agreement, in a writing signed by an officer of LMS.

Should you have any questions concerning this Agreement, please contact us in writing at:

Labelmaster Software
400 East Pine, Suite 210
Seattle, Washington 98122
Attn: General Manager

© 2016 American Labelmark Company. All rights reserved.

IATA Content Single End User License Agreement

Dangerous Goods Regulations

ATTENTION:

YOU MAY NEED TO SCROLL DOWN TO THE END OF THIS EULA BEFORE YOU CAN AGREE TO THE EULA AND CONTINUE WITH ACCESS TO THE IATA CONTENT (AS DEFINED BELOW).

IMPORTANT:

THIS AGREEMENT (or "EULA") IS A LEGAL AGREEMENT BETWEEN THE PERSON, COMPANY, OR ORGANIZATION THAT HAS LICENSED THIS IATA CONTENT ("YOU" OR "CUSTOMER") AND THE INTERNATIONAL AIR TRANSPORT ASSOCIATION (“IATA”). BY ACCESSING AND USING THE IATA CONTENT, CUSTOMER ACCEPTS THE IATA CONTENT AND AGREES TO THE TERMS OF THIS AGREEMENT. READ IT CAREFULLY BEFORE ACCESSING AND USING THE IATA CONTENT. BY ACCESSING AND/OR USING THE IATA CONTENT, YOU ARE CONFIRMING YOUR ACCEPTANCE OF THE IATA CONTENT AND AGREEING TO BECOME BOUND BY THE TERMS OF THIS AGREEMENT.

IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, OR DO NOT HAVE AUTHORITY TO BIND THE CUSTOMER TO THESE TERMS, THEN DO NOT ACCESS AND/OR USE THE IATA CONTENT.

THIS EULA SHALL APPLY ONLY TO THE IATA CONTENT. FOR CLARITY, THIS EULA SHALL NOT APPLY TO ANY OTHER THIRD-PARTY CONTENT THAT MAY BE DISTRIBUTED TOGETHER WITH THE IATA CONTENT. THE EULA DOES NOT APPLY TO ANY ASPECTS OF THE MECHANISM OR DELIVERY PLATFORM BY WHICH YOU HAVE ACQUIRED AUTHORIZED ACCESS TO THE IATA CONTENT. SEPARATE TERMS AND CONDITIONS MAY APPLY TO ANY SUCH THIRD-PARTY CONTENT AND/OR MECHANISM OR DELIVERY PLATFORM BY WHICH YOU HAVE ACQUIRED AUTHORIZED ACCESS TO THE IATA CONTENT, AND THOSE TERMS SHALL APPLY BETWEEN YOU AND THE OWNER OF THE THIRD-PARTY CONTENT, OR, RESPECTIVELY, BETWEEN YOU AND THE CONTENT DISTRIBUTOR.

Definitions

"IATA Content" means the IATA proprietary content, electronic publications, any and all data, text, standards, information, picture or video, developed, owned, or with rights held by IATA, distributed to you on any and all media (collectively the “IATA Content”), supplied by IATA herewith, and corresponding documentation, associated media, printed materials, and online or electronic documentation, as applicable. Any Updates (as defined below) to such IATA Content which you are entitled to receive shall also mean IATA Content for purposes of this Agreement.

1.    Grant of License, Permitted Uses, Audit

1.1   IATA grants to you a personal, limited, non-exclusive, non-transferable, single-user per device license to access and use the IATA Content, subject to the terms and conditions set forth in this EULA.

1.2   Subject to your compliance with the terms of the EULA, You may access and use the IATA Content, in whole or in part, for internal study and application purposes, and for no other purpose. In any event, no part of the IATA Content may in any way be incorporated, distributed or otherwise used for any purpose that is commercial in character, whether or not for profit.

1.3   You agree that IATA may audit your use of the IATA Content for compliance with these terms at any time, upon reasonable notice. In the event that such audit reveals any use of the IATA Content by you other than in full compliance with the terms of this Agreement, you shall reimburse IATA for all reasonable expenses related to such audit in addition to any other liabilities you may incur as a result of such non-compliance.

2.    License Restrictions

2.1   No part of the IATA Content may be reproduced, recast, reformatted or transmitted in any form by any means, electronic or mechanical, including without limitation by means of print-screen, recording or on any information storage and retrieval system (other than, as applicable, the storage medium on which the IATA Content is made legally available to you), including without limitation a computer or a network server, without prior written permission from IATA.

2.2   You may not access and/or use the IATA Content concurrently on different computers as it is licensed on a per user and per device basis.

2.3   You may not alter, merge, modify, adapt or translate the IATA Content.

2.4   You may not rent, lease, sublicense, distribute or disclose the IATA Content.

2.5   You may not sell or transfer your rights under this EULA.

2.6   You may not transfer/permit access to the IATA Content on any support or storage device, including without limitation a computer or server, for multiple user access or use.

2.7   You may not modify the IATA Content or create derivative works based upon the IATA Content.

2.8   You may not export the IATA Content into any country to which export or transmission is restricted by any applicable regulation or statute without prior written consent of the competent governmental authority and having formally notified IATA.

2.9   You may only access the IATA Content through the distribution platform or physical medium through which you have acquired authorized access to the IATA Content, subject to this EULA and any separate terms and conditions that may apply to that access. For clarity, the terms of this EULA shall supersede in the event of any contradiction.

2.10 You shall not use the IATA Content to develop any product having the same primary function as the IATA Content.

2.11 In the event that you fail to comply with this EULA, IATA may terminate the license and you must cease to access and/or use of the IATA Content, and/or the distributor through which you have acquired authorized access to the IATA Content may interrupt your access to the IATA Content. Such termination shall be without prejudice to the rights of the Parties accrued prior to such termination.

3.    Support

3.1   IATA does not directly provide any technical support in relation to delivery and access to the IATA Content (“Support”), or any updates, fixes, patches or other upgrades (“Updates”) to the IATA Content. All Support and any Updates shall be exclusively provided to you by and under the terms of the distributor through which you have acquired authorized access to the IATA Content.

4.    Ownership

4.1   This EULA gives you limited license to use the IATA Content. IATA and its suppliers retain all right, title and interest, including all copyright and intellectual property rights, in and to, the IATA Content, which may be presented on any and all type of media, including without limitation, print material or electronic format, and all copies thereof. The IATA Content may, as the case may be, constitute a work formed by the collection and compilation of pre-existing materials or of data, or derivatives thereof, which are selected, coordinated, or arranged, by IATA personnel in collaboration with personnel of IATA member airlines, in such a way that the resulting work as a whole constitutes an original work of authorship. All rights not specifically granted in this EULA, including Federal and International Copyrights, are reserved by IATA and its suppliers.

5.    DISCLAIMER AND LIMITED WARRANTY

5.1   WHILE IATA USES ALL REASONABLE SKILL AND CARE IN THE CREATION AND SUPPLY OF THE IATA CONTENT, IATA MAKES NO WARRANTY, EXPRESS OR IMPLIED, CONCERNING THE IATA CONTENT AND DISCLAIMS ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, CONDITION, QUALITY AND PERFORMANCE, WARRANTY AGAINST INFRINGEMENT AND WARRANTIES OF MERCHANTABILITY. ALSO, THERE IS NO WARRANTY OF NON-INFRINGEMENT AND TITLE OR QUIET ENJOYMENT. FOR GREATER CERTAINTY, THIS LICENSE IS GRANTED ON AN “AS IS” BASIS AND AS SUCH, IATA DOES NOT GUARANTEE THAT THE IATA CONTENT IS CORRECT, COMPLETE OR ERROR-FREE OR WILL OPERATE WITHOUT INTERRUPTION.

5.2   ALL WARRANTIES, CONDITIONS OR OTHER TERMS IMPLIED BY LAW, STATUTE, COMMON LAW OR OTHERWISE ARE EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW. NO OTHER RIGHTS OR REMEDIES WILL BE CONFERRED ON YOU UNLESS EXPRESSLY GRANTED HEREIN.

5.3   NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY IATA, ITS DEALERS, DISTRIBUTORS, AGENTS OR EMPLOYEES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF ANY WARRANTY PROVIDED HEREIN.

5.4   (USA ONLY) SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS AND YOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM STATE TO STATE.

6.    Exclusive Remedy

6.1   Your exclusive remedy under the preceding is to cease accessing and using the IATA Content and/or return the physical medium on which you acquired the IATA Content to the place you acquired it, as applicable. THIS REMEDY IS THE SOLE AND EXCLUSIVE REMEDY AVAILABLE TO YOU FOR BREACH OF EXPRESS OR IMPLIED WARRANTIES WITH RESPECT TO THE IATA CONTENT AND RELATED DOCUMENTATION.

7.    LIMITATION OF LIABILITY

7.1   NEITHER IATA NOR ITS LICENSORS SHALL BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR THE INABILITY TO USE OR ACCESS THE IATA CONTENT; LOSS OF BUSINESS, PROFITS, REVENUE, GOODWILL, USE, DATA, ELECTRONICALLY TRANSMITTED ORDERS OR OTHER ECONOMIC ADVANTAGE; CORRUPTION OR DESTRUCTION OF DATA, BUSINESS INTERRUPTION OR THE LIKE), ARISING OUT OF THE ACCESS TO AND/OR USE OF, OR INABILITY TO ACCESS AND/OR USE, THE IATA CONTENT AND BASED ON ANY THEORY OF LIABILITY INCLUDING BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF IATA OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

7.2   IN ANY EVENT, IATA’S TOTAL LIABILITY TO YOU FOR ACTUAL DAMAGES FOR ANY CAUSE WHATSOEVER WILL BE LIMITED TO THE GREATER OF $500, THE LICENSE FEE PAID BY YOU FOR THE IATA CONTENT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM OR, WHERE IATA CONTENT HAS BEEN LICENSED TO YOU AS PART OF A BUNDLE, THE PRO-RATED AMOUNT OF THE LICENSE FEE PAID BY YOU FOR THE IATA CONTENT PART OF THE BUNDLE IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

7.3   (USA ONLY) SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU AND YOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM STATE TO STATE.

7.4   THE FOREGOING LIMITATIONS ON LIABILITY ARE INTENDED TO APPLY TO THE WARRANTIES AND DISCLAIMERS ABOVE AND ALL OTHER ASPECTS OF THIS EULA.

7.5   You agree to indemnify, defend and hold IATA, its affiliates, and its respective directors, officers, employees, shareholders, partners and agents (collectively, the "Parties") harmless from and against any and all claims, liability, losses, damages, costs and expenses (including reasonable legal fees) incurred by any Parties as a result of or in connection with any breach by You or anyone acting on your behalf of any of the terms of this Agreement.

8.    Consumer End Users Only

8.1   The limitations or exclusions of warranties and liability contained in this EULA do not affect or prejudice the statutory rights of a consumer, i.e., a person acquiring goods otherwise than in the course of a business.

8.2   The limitations or exclusions of warranties, remedies or liability contained in this EULA shall apply to you only to the extent such limitations or exclusions are permitted under the laws of the jurisdiction where you are located.

9.    General

9.1   This EULA shall be governed by the internal laws of the Province of Quebec and Canada applicable therein, without giving effect to principles of conflict of laws. You hereby consent to the exclusive jurisdiction and venue of the Provincial courts sitting in the city of Montreal, Quebec or the federal courts in the Province of Quebec to resolve any disputes arising under this EULA. In each case this EULA shall be construed and enforced without regard to the United Nations Convention on the International Sale of Goods.

9.2   This EULA contains the complete agreement between the parties with respect to the subject matter hereof, and supersedes all prior or contemporaneous agreements or understandings, whether oral or written. You agree that any varying or additional terms contained in any purchase order or other written notification or document issued by you in relation to the IATA Content licensed hereunder shall be of no effect. The failure or delay of IATA to exercise any of its rights under this EULA or upon any breach of this EULA shall not be deemed a waiver of those rights or of the breach.

9.3   No IATA dealer, agent or employee is authorized to make any amendment to this EULA unless such amendment is in writing and signed by a duly authorized representative of IATA.

9.4   If any provision of this EULA shall be held by a court of competent jurisdiction to be contrary to law, that provision will be enforced to the maximum extent permissible, and the remaining provisions of this EULA will remain in full force and effect.

9.5  All questions concerning this EULA shall be directed to: IATA, 800 Place Victoria, Box 113, Montreal Quebec, H4Z 1M1, Attention: Senior Vice President, MACS.

9.6  IATA and other trademarks included in the IATA Content are trademarks or registered trademarks of IATA in Canada and/or other countries. Third party trademarks, trade names, product names and logos may be the trademarks or registered trademarks of their respective owners. You may not remove or alter any trademark, trade names, product names, logo, copyright or other proprietary notices, legends, symbols or labels that are part of the IATA Content. This EULA does not authorize you to use IATA’s or its licensors' names or any of their respective trademarks.