IATA SPECIFICATIONS LICENSE AGREEMENT

This Specifications License Agreement (the "Specifications License") is a legal agreement between you and the International Air Transport Association (IATA), an association incorporated by a Special Act of the Parliament of Canada, with its head office located at 800 Place Victoria, PO Box 113, Montreal, Quebec, Canada H4Z 1M1 ("Licensor"), providing for a limited license to use the preliminary version of specification described on the webpage from which this License Agreement was accessed (the "Specification").  As used in this License Agreement, "you" means the company, entity or individual (which may also be referred to herein as the "Licensee") that is acquiring a license under this License Agreement, as well as its Affiliates (defined below).

By checking the "Accept" tick box below, you are agreeing that you will be bound by and are becoming a party to this Specifications License.  If you are an entity, and an individual is entering into this License Agreement on your behalf, then you and your Affiliates will be bound by this Specifications License when that individual checks the "Accept" tick box.  When they do so, such manifestation of assent will also constitute a representation by the individual that they are authorized to bind the Licensee as a party to this Specifications License.  If you do not agree to all of the terms of this Specifications License, do not check the "Accept" tick box at the end of this Specifications License.

1. Definitions

"Compliant Product” means a product or service that implements the Required Elements of the Specification.

“End User" is a company, entity or individual that is the ultimate purchaser or licensee from Licensee, its distributors or value added resellers of a product or service implementing the Materials.

"Affiliate" is any entity that is directly or indirectly controlled by, under common control with, or that controls another person or entity.  For this purpose, "control" means beneficial ownership or the right to exercise more than 50% of the voting power for the entity.

“Materials” means NDC XML schemas and schema documentation regarding distribution capability developed under Resolution 787 of the Passenger Services Conference, which in parts is based on certain derivative works of OpenAxis XML schemas and other materials and original OpenAxis XML schema (March 2013 Release version) together constituting the version of the Specification to which this Specifications License applies.

2. Grant of License

2.1 License. Licensor hereby grants without charge to Licensee and its Affiliates, on a non-exclusive and worldwide basis, a limited right to (1) study and validate the Materials; and (2) utilize the Materials for the purpose of developing, implementing, making, having made, using, marketing, importing, offering to sell or license, and selling or licensing, and to otherwise distribute products or services implementing in whole or in part the Materials, in all cases subject to the conditions set forth in this Specifications License.

2.2 Draft Materials. Licensee acknowledges that the Materials have not been approved by the relevant governing body of Licensor and are subject to further change prior to such approval and that, as a result, any implementation of the Materials further to this Specifications License is done at Licensee’s own risk.

2.3 Feedback. Licensee undertakes to provide in a timely manner verbal feedback to Licensor, without charge and upon its request, concerning all defects, problems or limitations affecting the Materials that may be discovered in the course of executing its rights further to this Specifications License, as well as concerning improvements that may be made to address such defects (hereinafter “Feedback”). Licensor is under no obligation to modify the Materials in order to reflect the Feedback received from Licensee.

2.4 License for Feedback. Licensee grants without charge to Licensor on a non-exclusive, perpetual, irrevocable, transferable and worldwide basis, a right to utilize the Feedback for the purpose of incorporating all or part of the Feedback into the Materials, reproduce, communicate, publish, perform, distribute and otherwise disseminate the Feedback as well as allowing others to study the Feedback and to develop, implement, make, have made, use, market, import, offer to sell or license, sell or license, and otherwise distribute products and services implementing the Feedback. This right includes the right to grant sublicenses and to allow sub-licensees to themselves grant further sublicenses. Licensee warrants that, to the best of its knowledge, it has the appropriate rights to provide the Feedback and the license set out in this section 2.4.  This section 2.4 shall survive the expiration or termination of this Specifications License.

2.5 Sublicensing. Licensee and its Affiliates shall not sublicense the Materials or any of its or their rights under this Agreement, except to the extent necessary to exercise its or their rights under section 2.1 above.

3. Term of License and Updates

3.1 The license granted pursuant to section 2.1 of this Specifications License shall extend perpetually with respect to the draft Materials as provided at the time of acquiring this license. This Specifications License does not extend to (1) any modifications made by Licensee to any part of the Materials; or to (2) any updated, corrected, or modified version of the Materials, which are made available subject to different terms and conditions. Licensee shall be entitled to access the final electronic version only of the Materials approved and released by the relevant governing body of Licensor without payment of any fees, which version will be governed by the terms of this Specifications License.

4. Additional Licensing Terms

4.1 The grant of the license in section 2.1 above is subject to compliance with the following additional terms:

a) Licensee may not represent or suggest in any way that products or services implementing in whole or in part the Materials have been approved or certified by the Licensor or have been implemented in compliance with the Materials. Any such representations or suggestions may only be made pursuant to a separate agreement with Licensor, should Licensee meet the standards defined by Licensor in its reasonable discretion, and only in compliance with the terms and conditions defined in such agreement.

b) Licensee may disclose in whole or in part the Materials to a third party only if (i) such third party first agrees to be bound by the terms of this Specifications License and (ii) such disclosure is required for Licensee to exercise its rights under section 2.1 above.

c) Licensee undertakes not to attempt to secure or register any intellectual property rights for itself in the Materials or in any subset of the Materials, including, without limitation, in any logos, names, titles, trademarks, copyright, patentable inventions or business processes set out in the Materials, irrespective of whether Licensor has actually sought protection for such aspects or not. Licensee shall promptly assign to Licensor all rights in any applications and registrations (including without limitation, any utility or design patents) made in breach of this obligation or abandon such applications and registrations, at Licensor’s discretion. This provision shall not apply to applications to secure or register any intellectual property rights made prior to receipt of the Materials and any applications and registrations flowing directly from such applications (including, without limitation, continuations, divisional reissuances and foreign counterparts). This provision shall survive the expiration or termination of this Agreement or of any licenses contained therein.

5. Disclaimer of Warranties

5.1 The Materials are provided "as is", without warranty of any kind, express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, accuracy, completeness and non-infringement of third party rights. 

5.2 Licensee shall indemnify and hold harmless Licensor, its officers, directors, employees and representatives, including attorneys, from all claims or suits, by whomever brought (including without limitation, reasonable legal fees, court costs and expert witness fees and expenses) arising from the use of any products or services implementing in whole or in part the Materials by Licensee, any End User, any related party or any other user of such products or services.

5.3 The provisions set out in sections 5.1 and 5.2 above shall survive the expiration or termination of the Specifications License.

6.  Limitation of Liability

6.1 To the full extent permitted by applicable law, Licensor shall not be liable for any direct, indirect, incidental, special, consequential, punitive, or exemplary damages, including but not limited to, damages for loss of profits, revenue, goodwill, use, data, electronically transmitted orders, or other economic advantage (even if Licensor has been advised of the possibility of such damages), however caused and regardless of the theory of liability, arising out of or related to any matter relating to this Specifications License, including the use or performance of the Materials and of any products or services implementing in whole or in part the Materials.  This provision shall survive the expiration or termination of the Specifications License.

7. Third Party Rights

7.1 Without limiting the generality of section 5.1 above, Licensor assumes no responsibility to compile, confirm, update or make public any third party assertions of patent or other intellectual property rights that might be infringed by an implementation of the Materials.  If any such rights are described on the Materials, Licensor takes no position as to the validity or invalidity of such assertions, or that all such assertions that have or may be made are so listed.

8. Termination of License.

8.1 Breach. In the event of a breach of this Specifications License by Licensee, End Users or any sub-licensees, Licensor shall give Licensee written notice and an opportunity to cure. If the breach is not cured within thirty (30) days after written notice, or if the breach is of a nature that cannot be cured, then Licensor may immediately or thereafter terminate this Specifications License.

8.2 Upon termination of this Specifications License, Licensee shall (i) return or destroy, at Licensor’s discretion, the Materials, as well as those portions of any notes, documents and files containing all or part of the Materials; (ii) cease all use of any products or services implementing in whole or in part the Materials.

9. Miscellaneous.

9.1 Severability.  If any provision of this Specifications License is held by a court of competent jurisdiction to be invalid, illegal or unenforceable, such provision shall be omitted and the remaining terms shall remain in full force and effect.

9.2  Headings. The section titles in this Specifications License are for convenience only and have no legal or contractual effect.

9.3. No Waiver. The failure of Licensor to exercise or enforce any right or provision of this Specifications License does not constitute a waiver of such right or provision.

9.4 Notices.  All notices required under this Specifications License shall be in writing, and shall be deemed effective five days from deposit in the mail.  Notices and correspondence (a) to Licensor must be sent to the address shown above, and (b) to Licensee shall be sent to the address disclosed at the time of download through the form completed by Licensee in connection with this Specifications License.

9.5 Governing Law. This Agreement shall be governed by the laws of the Province of Quebec, Canada, and the laws of Canada applicable therein, as if this Agreement were a contract wholly entered into and wholly performed within the Province of Quebec, without reference to choice of law provisions. The parties to this Agreement irrevocably agree to submit to personal jurisdiction and venue of the courts of competent jurisdiction in the judicial district of Montreal, Quebec, Canada.

9.6 Language. The parties confirm that they have requested that this agreement be drafted in the English Language. Les parties aux présentes confirment qu’elles ont exigé que ce contrat soit rédigé en langue anglaise.

9.7 Entire Agreement. This Specifications License constitutes the entire agreement and understanding between Licensor and Licensee regarding the subject matter contained herein. No modification or waiver of this Specifications License shall be binding unless it is in writing and signed by both parties. This Specifications License supersedes any and all prior agreements between Licensor and Licensee regarding Licensee's right to use the Materials, except as set out in Section 9.8 below.