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
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.
"Compliant Product” means a product or service that implements the
Required Elements of the Specification.
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.
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
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
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
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.
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.
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
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.
9.8 IATA Strategic Partners. Should Licensee
have entered into an IATA Strategic Partnerships Agreement (“SP Agreement”) governing development
and use of the Materials licensed under this Agreement, and should the terms of
this Specification License expressly contradict the terms of the SP Agreement
then in effect, the terms of the SP Agreement will supersede the terms of this
Specification License for such contradiction(s) only.