Travel$ense User's Guide (PDF, 139 MB) - NBAA

TRAVEL$ENSE3.1 Ownership. The components of the Travel$ense Software, including but not limited to all dataretrievable and accessible through use of the Travel$ense Software, are subject to copyrights and otherproprietary rights of the Association and its licensors. All rights, title and interest in and to the Travel$enseSoftware, the Documentation and any and all modifications to the foregoing which are prepared by or forthe Association shall not pass to Licensee, but shall be the exclusive property of the Association.3.2 Confidential Information. Licensee acknowledges that all components of the Travel$ense Software andthe accompanying user documentation are considered confidential and proprietary by the Association.Licensee shall keep, and shall obligate its employees and agents to keep, any and all such informationconfidential and shall not copy or disclose it to others without the owner’s prior written approval. Licenseeshall not attempt to reverse engineer, disassemble or decompile the Travel$ense Software.3.3 Infringement. In the event of a determination that the Travel$ense Software or Licensee’s use of theTravel$ense Software in accordance with the terms of this Agreement infringes any proprietary right of anythird party, the Association shall have the option, at its own expense, to (a) obtain for Licensee the right tocontinue using the infringing item, (b) replace the infringing item or modify it so that it becomesnoninfringing, or (c) terminate the licensed rights granted herein and grant Licensee a refund of the licensefee, less reasonable depreciation based on usage, which shall in no event less than the result of a straightlinecomputation based upon a one (1) year usable life. The Association shall have no obligations hereunderfor any alleged infringement based upon modification of the Travel$ense Software by anyone other than theAssociation or use of the Travel$ense Software in combination with any other products or devices if suchclaim would have been avoided but for such modification or combination.3.4 Unavailability of Data. In the event that any body of third-party data or information accessible orretrievable by the Travel$ense Software becomes unavailable for any reason, the Association shall have theoption, at its own expense, to (a) modify the Travel$ense Software to operate without such body of data orinformation or to operate with substituted body of data or information, or (b) terminate the licensed rightsgranted herein and grant Licensee a refund of the license fee, less reasonable depreciation based on usage,which shall in no event be less than the result of a straight-line computation based upon a six (6) monthusable life.4. LIMITED WARRANTY; EXCLUSIVE REMEDY4.1 Limited Warranty. The Association warrants that, for a period of ninety (90) days after delivery of theTravel$ense Software to Licensee, the performance of the Travel$ense Software will not deviate materiallyfrom the accompanying user documentation or other specifications for the Travel$ense Software which theAssociation may publish. The foregoing warranty does not apply to any material deviation which resultsfrom (a) modification of the Travel$ense Software by anyone other than the Association, (b) any misuse orunauthorized or incorrect use of the Travel$ense Software, or (c) any malfunction of Licensee’scomputer(s).4.2 Exclusive Remedy. In the event of any failure by the Travel$ense Software to perform, in any materialrespect, in accordance with the warranty set forth herein, the only liability of the Association to Licensee,and Licensee’s sole and exclusive remedy, shall be use by the Association of commercially reasonable effortsto correct or avoid any reproducible deviation of which the Association is notified during the ninety (90)day warranty period.4.3 Disclaimers. THE LIMITED WARRANTY SET FORTH HEREIN IS EXCLUSIVE AND IN LIEU OF, ANDLICENSEE HEREBY WAIVES, ALL OTHER REPRESENTATIONS, WARRANTIES AND GUARANTEES,EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OFMERCHANTABILITY, FITNESS OF THE TRAVEL SOFTWARE FOR A PARTICULAR PURPOSE ORNONINFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING ORCOURSE OF PERFORMANCE. LICENSEE EXPRESSLY ACKNOWLEDGES THAT (a) BECAUSE OF THECOMPLEX NATURE OF COMPUTER SOFTWARE, LICENSOR CANNOT AND DOES NOT WARRANTTHAT THE OPERATION OF THE TRAVEL$ENSE SOFTWARE WILL BE WITHOUT INTERRUPTION ORERROR-FREE, AND (b) ALL DATA AND INFORMATION WHICH MAY BE ACCESSED AND RETRIEVEDTHROUGH THE USE OF THE TRAVEL$ENSE SOFTWARE IS PROVIDED ON AN “AS IS,” “ASAVAILABLE,” BASIS, AND (c) THE ASSOCIATION AND ITS LICENSORS MAKE NO WARRANTIESREGARDING THE ACCURACY, ADEQUACY, CURRENCY OR COMPLETENESS OF SUCH DATA ANDINFORMATION, AND (d) USE AND RELIANCE ON ANY SUCH DATA AND INFORMATION IS ATLICENSEE’S OWN RISK.5. LIMITATION OF LIABILITY5.1 Limitations and Exclusions. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR LOSS OF PROFITSOR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES INCURRED BY THE OTHERPARTY AND ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT. LICENSEE SHALLCopyright © 1999, National Business Aviation Association, Inc.III