The IATA Enterprise Digital Library Product Terms and Conditions (these “Product Terms”) govern the relationship between IATA and Licensee as to any access to the Publications provided to Licensee in the Digital Library as set forth in the IATA Enterprise Digital Library Order Form (the “Order Form”). The Order Form and these Product Terms are collectively referred to as the “Agreement.” In the event of any conflict between the Order Form and these Product Terms, these Product Terms shall prevail unless the Order Form expressly states otherwise. These Product Terms (or any policy or guideline of IATA) are subject to change from time to time at IATA’s discretion.
Access to and use of the Digital Library by Licensee and any Authorised Users shall also be subject to the Terms and Conditions of Use of VitalSource Technologies LLC located at https://support.vitalsource.com/hc/en-us/articles/204612518-VitalSource-Technologies-LLC-Terms-and-Conditions-of-Use, and as amended from time to time.
The following definitions apply in these Product Terms:
|Authorised Users||are persons designated by Licensee who satisfy the qualification criteria and conditions specified in Section 3.2, which must without exception be identified using Licensee domain name(s) stated in the Order Form.|
|Access Term||means a period of two (2) years commencing as at the date Licensee is granted access to a Publication Edition on the Digital Library, except for the following Publications spanning a period of: (i) five (5) years: Revenue Accounting Manual (RAM), A4A/IATA Reservations Interline Message Procedures, Passenger Tariffs Conference Composite Manual (PTCCM), Passenger Services Conference Manual (PSCRM), Tax list, Passenger Standards Conference Manuals BUNDLE, Passenger Tariffs Toolkit BUNDLE (PTT), Global PAX COMBO, Integrated Risk and Resilience Management, International Aircraft Financing Manual, Baggage Reference Manual, and IATA Technical Peripheral Specifications; and (ii) seven (7) years: Airport Development Reference Manual.|
|Digital Library||refers solely to the IATA Enterprise Digital Library EXPLORE TAB in the IATA Portal in which Publications are, subject to the number of Seats, accessible to Authorised Users.|
|Digital Rights Management or DRM||is the use of technology to control and manage access to copyrighted material.|
|Edition||refers exclusively to the edition of a Publication set out in the Order Form, for which an Edition may be updated and amended from time to time, but it expressly excludes subsequent editions.|
|Heightened Cybersecurity Requirements||
|Intellectual Property Rights||means all patents, copyrights, industrial designs, trade-names, trade-marks, services marks, trade secrets, content, standards, data, compilations, technology, source code, rights in know-how, confidential information, manuals, toolkits, methodologies, processes, decision trees, algorithms and all other rights of a like nature conferred worldwide, whether registered or not, including any updates, upgrades, supplements, enhancements, l or extension of those rights, in or to any Publication or its contents, which may be presented on any and all type of media, including, without limitation, print materials or electronic format.|
|License||means the grant of license defined in Section 2.1.|
|Publication(s)||means the IATA publication(s) licensed by IATA to Licensee on the Digital Library as set out in the Order Form.|
|Seat(s)||means a licensed access provided for a single concurrent user, or multiple concurrent users, that can be shared by Authorised Users.|
2.1. IATA hereby grants a worldwide, limited, personal, non-exclusive, non-transferable, conditional, without the right to sub-license, and revocable license, to Licensee for Licensee’s Authorised Users to access and use the Publication(s) on the Digital Library, for the Permitted Purpose, during the Access Term (the “License”). The License is granted for the Edition and the number of Seats set out in the Order Form.
2.2. License rights granted to Licensee by IATA are conditional upon Licensee’s timely payment of the Fees as set out in the Order Form. For greater certainty, Licensee acknowledges and agrees that: (i) the Fees are completely non-refundable, unless otherwise stated herein, and shall be deemed to be fully due to IATA on the date such fees become payable; and (ii) access to the Publications will not be granted, or may be suspended, until such time as the Fees have been paid in full.
2.3. Payment of Fees must be made without any set-off or counter claim and free of deduction or withholding (except as required by law) of any taxes or governmental charges. If any deduction or withholding is required by law, Licensee shall pay the required amount to the relevant governmental authority, provide IATA with an official receipt or certified copy or other documentation acceptable to IATA evidencing the payment, and pay to IATA, in addition to the payment to which IATA is otherwise entitled under these Product Terms, such additional amount as is necessary to ensure that the net amount actually received by IATA free and clear of all taxes equals the full amount IATA would have received had no such deduction or withholding been required. Should any taxes, levies, fees, charges, or duties be imposed, levied or become payable in respect of the product and/or services under these Product Terms (including any goods and services tax or other value added tax, but excluding income and capital taxes of IATA), Licensee will pay any and all such taxes, levies, fees, charges and duties, in addition to any other payments due under these Product Terms. In the event IATA pays any such tax or assessment, Licensee will immediately reimburse IATA upon demand.
3. Authorised Users
3.1. Licensee and its Authorised Users can only access the Publications through the Digital Library using Access Credentials and by no other means. Licensee shall be entitled to designate persons as Authorised Users in accordance with Section 3.2. Each Authorised User will be provided unique Access Credentials. Such Access Credentials may not be shared and may not under any circumstances be used by anyone other than that Authorised User, and to do so will be deemed a material breach of these Product Terms. Licensee shall be responsible for compliance with the terms of these Product Terms by all Authorised Users, including, without limitation, the restrictions set forth in Section 4.
3.3. In the event IATA suspects that Licensee or any Authorised User is engaged in or facilitated any unauthorised access or use of the Digital Library or any Publication in violation of the Agreement, IATA may, in its absolute discretion, immediately and without notice, suspend Licensee’s access to the Digital Library and the Publication(s), following which access to the Digital Library and the Publications shall be restored if Licensee remedies the matter to IATA’s reasonable satisfaction
3.4. Licensee is solely responsible for acquiring, providing, and maintaining all software, hardware and internet services required to access the Digital Library, including but not limited to, computer equipment, mobile devices, internet connections, web browsers and any other software/hardware required to access and use the Digital Library. Licensee shall bear all costs and expenses associated with accessing and using the Digital Library.
4.1. Licensee is entirely responsible and liable for its Authorised Users access and use of the Digital Library and the Publications. IATA reserves the right to deny access to a Licensee and/or its Authorised Users, at its absolute discretion and as such, has the right to take any and all technical measures to enforce such access denial. Unauthorised use of the Digital Library and/or the Publications includes namely, but is not limited to:
(i) unauthorised sharing of accounts outside of Licensee domain name(s) stated in the Order Form;
(ii) attempting to transfer accounts and/or content to non-Authorised Users;
(iii) using an email address not aligned with Licensee domain name(s) stated in the Order Form; and/or
(iv) using web scraping software and/or any other means to remove or circumvent DRM.
4.2. The following uses are not permitted under any circumstances and any such activity is a serious violation of these Product Terms and will result in the temporary or permanent suspension of access rights to the Digital Library and/or termination of the Agreement:
(i) sharing access to or disclosure of the Publication(s) with third parties, including without limitation and as applicable, affiliate or related companies, their employees, consultants, contractors or other representatives;
(ii) using scripts, spiders or other robotic activity to automatically download publications or harvest metadata from the Digital Library.
(iii) using the Publications, or any derivatives thereof, for the purpose of training artificial intelligence or machine learning models, including but not limited to deep learning, neural networks, and other similar technologies; and
(iv) the posting of a Publication to any third-party server or peer-to-peer network without the prior written permission of IATA.
4.3. Except in accordance with the terms and conditions of these Product Terms, Licensee shall under no circumstances have the authority hereunder to:
(i) reverse engineer, de-compile or disassemble (i) a Publication, or (ii) access to the Publication or the Digital Library, including any other publication on the Digital Library;
(ii) sub-license any rights granted hereunder to any third party, entity, or person without having received the prior written consent of IATA, which consent shall be at IATA’s absolute discretion;
(iii) publish, sell, resale, transfer, redistribute, let or hire or otherwise provide or disclose a Publication or any or any part thereof, or any derivative product, directly or indirectly, to any third party; provided that, as the case may be, Licensee may only provide or disclose such information or data contained in the Publications to an employee or consultant where such employee or consultant has a need to know, needs to use it and solely for the purpose of its role as an employee or consultant of Licensee for the internal use of Licensee and in no circumstances for any commercial use;
(iv) duplicate or copy a Publication and any information or data contained in a Publication or any part thereof except for the Permitted Purposes;
(v) use in any manner the Publications and any information or data contained in the Publications or any part thereof during the Term, except as set forth in these Product Terms;
(vi) directly or indirectly export or transmit a Publication or related materials (or any part thereof) to any country to which such export or transmission is restricted by any applicable regulation or statute, without the prior written consent of the competent governmental authority and of IATA;
(vii) provide the Publications to, or incorporate the Publications in products or services provided to other airlines or airline providers;
(viii) without limiting the generality of the foregoing subsections, allow any third party, entity, or person to have access to or use a Publication, directly or indirectly, without the prior written consent of IATA, which consent shall be at IATA’s sole discretion; and
(ix) perform, itself or by any other person, including any Authorised User, or permit any services, acts, or omissions analogous to the above restrictions.
Licensee permits IATA or a third party of IATA’s choice, as an insurance of mutual protection, to carry out audits at Licensee’s premises, and at all other relevant sites from where the Publications are accessible and/or distributed, in order to verify compliance by Licensee with its undertaking and/or in order to check processes with respect to proper discharge of its obligations under these Product Terms. Licensee will give all reasonable assistance to carry out these tasks. Such audits shall be carried out on reasonable notice and during regular business hours.
6. Intellectual Property Rights
6.1. The Publications are the property and copyright of IATA and are licensed, not sold and as such, no ownership rights are transferred, and IATA or its licensors retain any and all rights, titles, and interests in and to the Publications, their content, and any accompanying written or printed materials, including without limitation any Intellectual Property Rights therein. Licensee shall not take any action inconsistent with such ownership and rights.
6.2. The use of the Publications is subject to standard international copyright rules and regulations. No part of the Publications may be reproduced, recast, reformatted, or transmitted in any form, in whole or in part, by any means, electronic or mechanical, including photocopying, recording or any information storage and retrieval system without the prior written permission of IATA. Altering, reselling, redistributing, publishing, or republishing text, figures, data, multimedia, or other information from copyrighted Publications, with the exception of brief, appropriately cited quotations duly attributed to IATA, in any form or medium without prior written permission from IATA is prohibited. Systematic downloading, and/or the making of print or electronic copies for transmission to nonsubscribers are prohibited and is a material breach of these Product Terms.
7. Warranty and Limitation of Liability
7.1. Though IATA will use reasonable commercial efforts to ensure that the Digital Library is available without significant interruption, IATA may, at its sole and complete discretion and at any time, suspend the operation or availability of the Digital Library (either indefinitely or for a specified period) or discontinue the Digital Library. Without limiting the generality of the foregoing, Licensee hereby acknowledges that from time to time, the Digital Library may be inaccessible or inoperable for any reason, including, without limitation: (a) equipment/hardware malfunctions; (b) software malfunctions; (c) periodic maintenance procedures or repairs which IATA, its sub-contractors or the Host Provider may undertake from time to time; and (d) causes beyond the reasonable control of IATA and/or its sub-contractors and/or the Host Provider or not reasonably foreseeable by IATA and/or its sub-contractors and/or its Host Provider. In case a planned service maintenance period is required, Licensee will be provided seven (7) days’ notice via email. Licensee will also be notified of any unplanned outage via email as soon as practical. In the event that IATA suspends indefinitely or discontinues the Digital Library, the Agreement shall be terminated in accordance with Section 9.
7.2. The digital library and all publications contained therein are provided on an "as is”, “where is” and “as available” basis. To the maximum extent allowed under applicable legislation, iata does not represent or warrant, or provide any warranties of any kind, either express or implied, including, but not limited to, (i) warranties of title, or implied warranties of merchantability or fitness for a particular purpose, or (ii) that the information contained in any publication is complete, accurate or error free. If licensee becomes aware of any apparent errors or other issues in, or related to, a publication, licensee should promptly notify iata thereof. Iata will use reasonable commercial efforts to check, verify and update the publication, as appropriate and applicable, in response to any such reports.
7.3. The use of the electronic products, the publications, the digital library and all materials is at licensee’s and its authorised user's own risk. Iata does not warrant that the access or use of the digital library will meet any heightened cybersecurity requirements. Access to the digital library and the publications may be interrupted; and to the maximum extent allowed under applicable legislation, neither iata nor anyone else involved in creating, producing, or providing access to or delivering the publications or the materials contained in the digital library, assumes or shall be liable for, and expressly disclaims, to any person including without limitation licensee, any direct, indirect, incidental, special, consequential or punitive damages arising out of licensee’s and/or authorised user's use of or inability to use the digital library, the electronic products, the publications and all materials contained therein, including in relation to any loss or damages caused by errors or omissions, or lack of accuracy in any publication, whether such errors, omissions or lack of accuracy result from negligence, accident or other cause, except to the extent that such damages have been caused by iata’s gross negligence or wilful misconduct with intent to cause damage. As such, licensee and its authorised user shall be solely responsible for any use it makes of the publications, or the information or data contained therein. Iata does not assume, and expressly disclaims, any liability for any act, interpretation, opinion or conclusion that licensee, or any other persons or entities may form as a result of examining any publication.
7.4. Without limiting the foregoing and to the maximum extent allowed under applicable legislation, iata’s entire liability toward licensee and/or any third party relating to or in connection with the digital library and the publications shall not exceed the amount of the fees paid by licensee during the twelve months preceding the date of any claim.
7.5. Publication disclaimer: the information contained in a publication is subject to constant review in the light of changing government requirements and regulations. No licensee or reader should act on the basis of any such information without referring to applicable law and regulations and/or without taking appropriate professional advice. Although every effort has been made to ensure accuracy, iata shall not be held responsible for any loss or damage cause by errors, omissions, misprints or misinterpretation of the contents of the publication. Furthermore, to the maximum extent allowed under applicable legislation, iata disclaims any and all liability to any person or entity, in respect of anything done or omitted, and the consequences of anything done or omitted, by any person or entity in reliance on the contents of the publication. Furthermore, there is no assurance that iata will release a new edition of a publication on a periodic basis and as such, iata shall be under no obligation to produce annual editions.
Licensee hereby agrees to indemnify and hold harmless IATA and its officers, employees, representatives, and agents from and against any and all claims, demands, actions, causes of action, judgments, costs, attorneys’ fees, expenses and liability of any kind or nature which they may incur, suffer or be required to pay which may result, directly or indirectly, from any use (including without limitation reliance) by Licensee, its clients or from any breach by Licensee of the provisions of these Product Terms, unless such damages are due to IATA’s gross negligence or willful misconduct with the intent to cause damage.
9.1. Notwithstanding any other provision and without prejudice to any other rights, IATA may immediately terminate access to the Digital Library and or any Publication(s) upon written notice to Licensee if Licensee or any Authorised User breaches or otherwise fails to comply with any terms, conditions, obligations, or restrictions of these Product Terms, including the Terms and Conditions of Use of the Host Provider in relation to the Digital Library.
9.2. Either party may terminate the License for convenience upon thirty (30) days written notice to the other party. Fees are non-refundable, subject to the following:
(i) If the Agreement is terminated by IATA, for any reason other than Licensee’s material breach of the Agreement, Licensee shall be entitled to a pro-rata refund of the Fees paid to IATA for the Access Term calculated from the effective date of termination.
(ii) If the Agreement is terminated by Licensee due to IATA’s material breach of the Agreement, Licensee shall be entitled to a pro-rata refund of the Fees paid to IATA for the Access Term calculated from the effective date of termination.
9.3. IATA may terminate the License, in whole or in part, by simple written notice should it discontinue a Publication for any reason or if the Host Provider terminates the Digital Library hosting and/or related services. In which case, IATA’s sole liability shall be to reimburse Licensee for the prorated Fees paid during the Access Term.
9.4. Upon the expiry of the Access Term or termination of the Agreement for any reason, Licensee’s access to the Digital Library and any Publication(s) shall be revoked and the License shall automatically cease. Licensee shall destroy all copies of the Publications and all of its component parts, and it shall refrain from accessing or making any further use whatsoever of the Publications. This requirement applies to all copies and/or versions of the Publications in whatever form, partial or complete, and whether or not modified or merged into other materials of Licensee. In the event of expiry or termination of the License for any reason whatsoever, it is strictly forbidden to use or permit the use of the Publications, and/or any version thereof, in any manner.
10.2. Divisibility. If any provision of these Product Terms is invalid, illegal, or incapable of being enforced by any rule of law or public policy, all other provisions of these Product Terms will nonetheless remain in full force and effect so long as the economic and legal substance of the transactions contemplated by these Product Terms is not affected in any manner adverse to any party.
10.3. Assignment. Licensee may not assign, delegate, or transfer all or any part of its rights or obligations without the prior written consent of IATA, which may be withheld at its discretion. Any attempted or purported assignment, delegation, or transfer in violation of the foregoing will be null and void and without effect.
10.4. Amendments to the Order Form. Licensee acknowledges and agrees that any modification to an Order Form in effect, namely but not limited to changes pertaining to domain names, number of Seats or Publications will require the signing of a new agreement, unless determined otherwise by mutual written consent of the parties hereto.
10.5. Governing Law. These Product Terms shall be governed by the laws of England, without regard for its laws governing conflicts of law and any disputes shall be brought before a competent court in the city of London, England.
10.6. Survival. Any terms and conditions which by their nature extend beyond the Term shall survive the termination or expiry of the License. This includes, without limitation, the following provisions: Section 4 (Restrictions), Section 6 (Intellectual Property Rights), Section 7 (Warranty and Limitation of Liability), Section 8 (Indemnification) and Section 9.4 (Consequences of Termination).