END-USER LICENSING AGREEMENT IMPORTANT-READ CAREFULLY
1. READ THIS
YOU SHOULD CAREFULLY READ THE FOLLOWING TERMS AND CONDITIONS BEFORE USING THESE MATERIALS. USING THE MATERIALS MEANS YOU ACCEPT THESE TERMS AND CONITIONS AND UNDERSTAND THAT THEY WILL BE LEGALLY BINDING ON YOU, ANY END USER, AND YOUR COMPANY. IF YOU DO NOT AGREE WITH THEM, OR DO NOT WANT THEM TO BE BINDING ON YOU, YOU SHOULD PROMPTLY RETURN THE PACKAGE AND ALL MATERIALS FOR A FULL REFUND.
It is hereby understood and agreed the Aviation Training Institute L. L.C., a Delaware limited liability company with offices at 4226 King Street, Alexandria, Virginia 22302 (hereinafter “Licensor”), is the sole and exclusive owner of, and shall retain at all times, all right, title and interest in, to and under the Multimedia Program (hereinafter “Program”) attached hereto and recorded on the enclosed videocassette, disk/CD-ROM, together with all associated written materials and all subsequent copies thereof, regardless of the media or form in which the original videocassette, disk/CD-ROM, copies or written material may exist and been provided to Licensee. The Program is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. The Program is being licensed, not sold, and ownership of the Program remains with Licensor and is not being transferred hereunder. You, as licensee (hereinafter “Licensee”), through your purchase of this product, do not acquire any ownership rights to the Program.
A. In consideration of the of the payment of a license fee, which is a percentage of the price paid by Licensee for this product, Licensor hereby grants Licensee a nonexclusive and nontransferable right to use and display one copy of the Program, for Licensee’s business use for training and testing purposes, on (1) a single computer and a single video screen, or (2) a single video or audiocassette player, at a single location (the “Licensed Location”). The Licensed Location is the location so designated on your order form or, if no location was so designated, the address to which the Program was shipped.
B. It is understood and agreed that while the Program is not “copy protected,” Licensee shall not copy, duplicate or otherwise reproduce the Program into any machine-readable or printed form, nor shall Licensee modify or enhance the Program and/or merge it into another video program, computer program or written presentation.
C. All rights not expressly granted are hereby reserved by Licensor.
A. The license is effective until terminated. Licensee may terminate it at any time by destroying the Program together with all copies thereof and written materials relating thereto, and providing Licensor with notice and evidence reasonably satisfactory to Licensor of such destruction and termination within thirty (30) days thereof.
B. This license will otherwise terminate upon (1) the conditions set forth elsewhere within this Agreement, (2) if Licensee fails to comply with any term or condition of this Agreement (in which event Licensor may terminate this Agreement immediately upon notice to Licensee), or (3) upon the election of either party upon thirty (30) days’ advance written notice to the other party.
C. Upon termination of this agreement, Licensee must, at the option of Licensee, destroy the Program (together with all copies, modifications, printed or written materials, and merged portions in any form), or return same to Licensor at Licensee’s expense.
5. RESTRICTIONS ON USE
A. Licensee may physically transfer the Program between computer or video or audiocassette players at the Licensed Location, provided that it is used on only one computer or video or audiocassette player at any given time. In no event may the Program be used at any location other than the Licensed Location; provided, that Licensee may change the Licensed Location upon written notice thereof to Licensor and, if such notice is so provided, Licensee agrees to immediately cease use of the Program at the Licensed Location used prior to such transfer. For use of the Program at additional locations or on additional computers, videos, or audiocassettes, an additional copy or copies of the Program must be licensed.
B. You may not reverse engineer, reverse assemble, decompile, disassemble or in any way modify the Program, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation.
Licensee shall not, without Licensor’s express written consent:
Copy, duplicate or reproduce the Program, except for one (1) additional copy of the Program for back-up purposes to support Licensee’s use of the Program for training and testing purposes;
Electronically transfer the Program through a LAN (local area network) or other network system or though any computer subscriber system or “bulletin board” system;
Modify, adapt, or create derivative works based on the Program or any accompanying materials;
Rent, share or lease the Program;
Separate the components of the Program;
Remove any copyright notice or other proprietary markings from the Program; or
Disclose, make available or permit to be made available, directly or indirectly, all or any portion of the Program to any other person or entity other than those necessary for training and testing purposes as contemplated hereby.
6. RESTRICTIONS ON TRANSFER
The license to the Program granted hereunder is personal to the Licensee, and Licensee shall not sell, sublicense, assign, or transfer the license or the Program without the prior written consent of the Licensor. Any attempt otherwise to sell, sublicense, assign, or transfer any of the rights, duties and obligations hereunder is void and is a breach of this Agreement, and shall not release Licensee from its duties and obligations hereunder.
In the event that upgraded or updated versions of the Program are developed during the term of this Agreement, Licensor may, at its discretion, make such upgrades or updates available to those Licensees that are current participants per program guidelines and that pay any required fees as a part of the program.
8. LIMITED WARRANTY
A. Licensor warrants that the video or audiocassettes or any computer disks on which the Program is furnished will be free from defects in materials and workmanship under normal use and without unauthorized modification for a period of (90) ninety days from the date of delivery to Licensee, as evidenced by your receipt. The limited warranty set forth in this Section 8A shall not apply to the degree or extent that a defect or malfunction occurs because (1) the Program has not been used in accordance with its instructions; (2) the Program has been altered, modified or converted by Licensee without the prior written approval of Licensor; (3) of the malfunctioning of Licensee’s hardware or software; or (4) the Program, or a portion thereof, has become inoperative due to any other causes within the control of Licensee.
B. Licensee shall assume responsibility for the selection of the Program and for the installation, use and results obtained from the Program, and Licensee agrees to indemnify, defend and hold Licensor harmless from and against any and all liability, expense (including reasonable investigation and legal fees), and claims for damages, including claims for bodily injury, death or damage to real or tangible personal property, arising or in connection with Licensee’s installation, use and/or results obtained from the Program.
C. THE PROGRAM IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. LICENSOR DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE PROGRAM WILL MEET YOUR REQUIRMENTS OR THAT THE OPERATION OF THE PROGRAM WILL BE UNINTERRRUPTED OR ERROR FREE. The entire risk as to the quality and performance of the Program is with you. Should the Program prove defective, you (and no Licensor or an authorized dealer or distributor) assume the entire cost of all necessary servicing, repair, or correction. 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 rights that vary from state to state.
A. Licensor’s entire liability and Licensee’s sole and exclusive remedy shall be:
The replacement of any video or audiocassette, CD-ROM, diskette or written materials not meeting Licensor’s “Limited Warranty” above and that is returned to Licensor or an authorized dealer with a copy of your receipt; or
If Licensor or the dealer is unable to deliver a replacement copy that is free of defects in materials or workmanship, Licensee may terminate this Agreement by returning the complete Program and any copies thereof as authorized hereinabove, for a full refund of the purchase price paid.
B. IN NO EVENT WILL LICENSOR BE LIABLE FOR ANY DAMAGES, INCLUDING BUT NOT LIMITED TO, LOST PROFITS, LOST SAVINGS, OR OTHER SPECIAL, EXEMPLARY, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OR INABILITY TO USE SUCH PROGRAM EVEN IF LICENSOR OR ITS AUTHORIZED DEALER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY OTHER PARTY. Some states do not allow the limitations or exclusion of liability for incidental or consequential damages, so the above limitation or exclusion may not apply to you. Outside of United States, none of these above described remedies will be available without proof of purchase from Licensor or an authorized dealer.
C. All questions concerning this Agreement may be directed to NATA Safety 1st program, 4226 King Street, Alexandria, Virginia 22302.
10. JURISDICTION AND DISPUTES
A. This Agreement and the Limited Warranty shall be governed by the laws of Virginia, regardless of that jurisdiction’s conflicts of laws principles.
B. All disputes hereunder shall be resolved in the applicable state or federal courts of Virginia. The parties consent to the jurisdiction of such courts, agree to accept service of process by mail, and waive any jurisdictional or venue defense otherwise available.
This Agreement constitutes the entire understanding of the parties, and revokes and supersedes all prior agreements, oral or written, between the parties relating to the subject matter hereof, and is intended as a final expression of their Agreement. It shall not be modified or amended except in writing signed by the parties hereto and specifically referring to this Agreement. This Agreement shall take precedence over any other documents that may be in conflict therewith.
This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.
LICENSEE HEREBY ACKNOWLEDGES THAT IT HAS READ THIS AGREEMENT, UNDERSTANDS IT AND AGREES TO BE BOUND BY ITS TERMS AND CONDITIONS.