FlightGlobal Terms and Conditions (updated July 2014)
1.1 These terms and conditions apply to the use by an individual, institutional or corporate subscriber (“Subscriber”) of the data, software, tools, information and editorial content (“Licensed Materials”) from time to time contained in the Reed Business Information Inc. products and services (each a and together “FlightGlobal Services”) specified in an order form agreed by Reed Business Information Inc. (“RBII”) and the Subscriber (“Order Form”). These terms and conditions and the terms and conditions in the Order Form shall collectively be referred to as “Conditions”.
1.2 These Conditions will be interpreted in accordance with the laws of New York.
1.3 Provision of FlightGlobal Services is conditional on payment by the Subscriber of all amounts set out in the Order Form.
1.4 FlightGlobal Services may be provided by one of more of RBII’s Affiliates and may contain Licensed Materials supplied by RBII under license from its Affiliates and/or a third party licensor. Subscriber acknowledges and agrees that billing, fulfilment or support services provided in connection with the FlightGlobal Services may be performed by Affiliates, contractors or agents of RBII.
2. License Terms and Use Restrictions
2.1 Subscribers will be given access to each FlightGlobal Service on a Permitted Purpose License, Per User License, a Site or Multisite License, an Enterprise License, a Hosted Services License, a Redistribution License or a Function License (each a “License”) as stated on the Order Form and more specifically described in these Conditions. All Licenses are personal to the Subscriber named on the Order Form and may not be assigned or transferred.
2.2 Subscribers and Authorized Users may only use the Licensed Materials and create and use Derived Materials in the normal course of the Subscriber’s business. The Subscriber may pass the Licensed Materials and/or Derived Materials to customers and prospects as part of a presentation or similar on an ad-hoc basis, provided always that the Subscriber acknowledges RBII as a data source. Subscribers and Authorized Users may not (i) systematically redistribute the Licensed Materials and/or Derived Materials to customers, prospects or Unauthorized persons; (ii) re-sell any FlightGlobal Service, any part of the Licensed Materials or any Derived Materials to others; (iii) download or otherwise copy substantial portions of the Licensed Materials; or (iv) use any FlightGlobal Service in excess of Normal Usage.
2.3 Where a License is for an online valuation service, RBII accepts no liability or responsibility to any third party who benefits from, uses or relies on the FlightGlobal Services or gains access to the Licensed Materials. The Subscriber will indemnify RBII from and against all liabilities, losses, damages, costs and expenses that RBII reasonably incurs in connection with any claims against RBII by any such third party. 2.4 Except where specifically provided otherwise, these Conditions apply to all Licenses. The types of Licenses are: Permitted Purpose License: this license permits the Subscriber to use the Licensed Materials for the purpose set out in the Order Form and for no other purpose except as specified in these Conditions. Per User License: this license permits a single individual to access the FlightGlobal Service and to use the Licensed Materials in the course of the Subscriber’s normal business.
The Subscriber shall:
(i) obtain the prior written consent of RBII prior to any additional individual(s) being granted access to the FlightGlobal Service; and
(ii) promptly notify RBII of any changes to the individuals identified in the Order Form.
Site or Multisite License: this license permits all the Subscriber’s employees and/or other workers normally located at the physical site(s) specified on the Order Form to access the FlightGlobal Service and to use the Licensed Materials in the course of the Subscriber’s normal business.
Enterprise License: this license permits all the employees and/or other workers of the Subscriber Group to access the FlightGlobal Service and to use the Licensed Materials in the course of the Subscriber Group’s normal business. The addition of Affiliates to the Subscriber Group is subject to the prior written consent of RBII. References in these Conditions to Subscriber includes the Subscriber Group provided that the Subscriber will be liable for acts and omissions of Affiliates as though such acts and/or omissions were the Subscriber’s own.
Function License: this license permits all the Subscriber’s employees and/or other workers engaged in the Subscriber’s business functions specified on the Order Form to access the FlightGlobal Service and to use the Licensed Materials in the course of providing that function to the Subscriber or the Subscriber’s Group as specified on the Order Form.
Hosted Services License: this license permits the Subscriber to make available Licensed Materials hosted by or on behalf of FlightGlobal to Subscriber’s customers as specified on the Order Form.
Redistribution License: this license permits the Subscriber to use the Licensed Materials as part of Derived Materials for redistribution or resale to third parties as specified on the Order Form provided that the Subscriber does not use or authorise the use of Derived Materials in products or services that are competitive with the FlightGlobal Services.
3. Defined Terms
In these Conditions:
“Affiliate” in respect of a corporate entity means any other corporate entity which directly or indirectly, controls, is controlled by or is under common control with such entity and the term “control” (including the terms “controlled by” and “under common control with”) in relation to an entity means the ownership of 51% or more of the voting securities in that entity;
“Authorized User(s)” means with respect to the (i) Permitted Purpose License – all the Subscriber’s employees and/or other workers who are directly involved in the permitted purpose specified in the Order Form; (ii) Per User License – the named individual(s) identified in the Order Form; (iii) Site License – all the Subscriber’s employees and/or other workers normally located at the physical site(s) specified on the Order Form; (iv) Enterprise License – all employees and other workers in the Subscriber Group; (v) Function License – all employees and other workers of the Subscriber or Subscriber Group (as applicable) who carry out the function specified in the Order Form for the Subscriber or Subscriber Group (as applicable);
“Derived Materials” means materials created by or on behalf of the Subscriber incorporating the Licensed Materials in combination with other information and/or data;
“Normal Usage” means the average usage of the FlightGlobal Service by all subscribers over the same period as observed by RBII subject to a tolerance level of 20%;
“Subscriber Group” means a corporate Subscriber and its Affiliates as at the date of the Order Form;
“Unauthorized” in relation to a person means any person other than a Subscriber or any other person within or outside a Subscriber Group who is neither a Subscriber nor an Authorized User but excludes administrative and support staff who provide technical and other support services to a Subscriber or Authorized Users but do not otherwise use the Licensed Materials.
4. Intellectual Property Rights
4.1 Passwords are not to be shared with Unauthorized persons unless expressly authorized by FlightGlobal. If FlightGlobal suspects that a password is being used by an Unauthorized person or if FlightGlobal detects use of the Licensed Materials in excess of Normal Usage it may cancel the relevant password.
4.2 All intellectual property rights, including but not limited to copyright and database rights, in the FlightGlobal Services and the Licensed Materials are and shall remain the property of Reed Business Information Limited, its Affiliates or third party licensors.
4.3 Subscribers and Authorized Users acquire no proprietary rights in the FlightGlobal Services or the Licensed Materials and except as expressly permitted by these Conditions may not use the FlightGlobal Services or the Licensed Materials in any way that infringes the intellectual property rights in them.
4.4 Subscribers and Authorized Users may not obscure or remove any copyright, disclaimer or other notices that appear on Licensed Materials extracted from the FlightGlobal Services.
4.5 The Subscriber shall ensure that the Licensed Materials, Derived Materials and extracts thereof will not be used in any way that could reasonably be considered untruthful, misleading, or disparaging of RBII or its products or services.
4.6 Subscribers and Authorized Users may not, without a Hosted Services License or a Redistribution License, make any FlightGlobal Service, any part of the Licensed Materials or any Derived Materials available to Unauthorized persons other than on an ad-hoc non-systematic basis in the normal course of the Subscriber’s business.
4.7 Subscribers and Authorized Users may not, without RBII’s prior written consent, use any automated algorithm, device, method, system or software to: (i) access, use, search, copy, monitor, mine, extract or scrape data or other content from the FlightGlobal Services; or (ii) disable or incapacitate any part of the FlightGlobal Services or any usage tracking application or programme used by RBII.
4.8 Where the Licensed Materials contains data and/or other material licensed by third party licensors, such content is made available on the terms and conditions of such third party licensors which are available here .
4.9 RBII will indemnify, defend and hold the Subscriber harmless from and against any and all costs, liabilities, losses, and expenses (including, but not limited to, reasonable legal costs) payable to a third party resulting from any claim that the Licensed Materials infringes any intellectual property right of such third party (a “Claim”); provided, however that RBII shall have no obligation under this section
4.9 to the extent such Claim is caused by: (i) Subscriber’s or a third party’s modification or misuse of Licensed Materials; (ii) infringing items of Subscriber’s or third party’s origin, design or selection; or (ii) the operation, combination or use of the Licensed Materials, without RBII’s prior written consent, with products or services provided by Subscriber or third parties.
4.10 RBII’s indemnification obligations hereunder shall be subject to: (i) RBII receiving prompt written notice of the existence of any Claim; (ii) RBII being able to, at its option and expense, control the defense and or settlement of such Claim; and (iii) RBII receiving full cooperation from Subscriber. In the event Subscriber notifies RBII of any Claim, RBII shall have the option to do one or more of the following: (i) procure a license sufficient to continue offering the Licensed Materials to the Subscriber; or (ii) remove the relevant Licensed Materials from the FlightGlobal Services.
5. Verification and Audit
5.1 The Subscriber shall, within seven days of a written request from RBII provide: (i) a list of all individuals who have access to the Licensed Materials; or (ii) a certificate signed by an officer of the Subscriber confirming that the Subscriber has complied in all material respects with these Conditions and specifically that the Licensed Materials have not been distributed or transmitted, in any form, to any Unauthorized person.
5.2 RBII or any other person authorized by RBII shall have the right, after giving written notice of ten calendar days, to enter the Subscriber’s premises during normal business hours and inspect the Subscriber’s records relating to the use and distribution of the Licensed Materials. RBII shall treat as confidential all information relating to the Subscriber’s business that it acquires in the course of such an inspection. RBII shall not exercise this right of inspection more than once in each calendar year.
5.3 If an audit performed by RBII under this section 5 reveals that the Subscriber is in breach of these Conditions, the Subscriber will reimburse RBII: (i) the reasonable cost incurred by RBII in performing the audit; (ii) all fees payable in relation to any Unauthorized person or any other unauthorized use revealed by the audit as having access to the FlightGlobal Services or the Licensed Materials; and (iii) interest on the above amounts from the date they become payable until the date of payment at the highest rate permitted by applicable law.
5.4 The rights of RBII under this section shall continue for the term of the subscription and for 12 months thereafter.
6. Availability of FlightGlobal Services
6.1 RBII shall use all reasonable endeavours in accordance with good industry practice to ensure that FlightGlobal Services are available to Subscribers and Authorized Users excluding downtime for regular or emergency maintenance which shall be kept to a minimum.
6.2 Target service levels for FlightGlobal Services provided under a Hosted Services License are available here .
6.3 Time is not of the essence in respect to the delivery of any particular FlightGlobal Service or Licensed Materials and RBII’s sole obligation is to effect such delivery as soon as is practically possible.
7. Limitations on Liability
7.1 The FlightGlobal Services and Licensed Materials are provided by RBII on an ‘as is’ ‘as available’ basis and RBII excludes to the extent permitted by law all express or implied warranties, written or oral, including without limitation, any warranty relating to fitness for a particular purpose, correctness, completeness or merchantability.
7.2 The total aggregate liability of RBII to any Subscriber in connection with use of the FlightGlobal Services or Licensed Materials (other than for death or personal injury caused by its negligence or that of its agents) shall not exceed the amount paid or payable by the relevant Subscriber for the then current subscription term. To the extent permitted by applicable law RBII shall have no liability to any Subscriber for any special, incidental, indirect and/or consequential damage of any kind, even if it has been advised on the possibility of such damage.
7.3 The liability of RBII to any Subscriber for interruptions to availability of the FlightGlobal Services caused by circumstances within its control shall not exceed the amount paid by the Subscriber for access to the relevant FlightGlobal Service. The only obligation of RBII in respect of interruptions caused by circumstances outside its control shall be to use all reasonable efforts to have the FlightGlobal Services reinstated.
7.4 RBII shall be under no liability for any failure, delay or omission by it arising from any cause beyond its control, including, but not limited to, acts of God, acts or regulations of any governmental or supra-national authority, war or national emergency, denial of service attacks, fire, civil disobedience, strikes, lock-outs and industrial disputes.
7.5 It is the Subscriber’s responsibility to ensure that it has the equipment necessary to access the FlightGlobal Services and receive the Licensed Materials.
8. Suspension and Termination
8.1 RBII may without notice and without compensation suspend access to any FlightGlobal Service by a Subscriber and/or one or more Authorized Users if the Subscriber is in default of its payment obligations or FlightGlobal has reasonable grounds to suspect the Subscriber or such Authorized User(s) to be in breach of these Conditions.
8.2 RBII shall be entitled to update, enhance, withdraw or otherwise change any FlightGlobal Service from time to time.
8.3 On expiry of a subscription without renewal, or on termination or cancellation of a subscription for any reason during the subscription term, the Subscriber shall cease all use of the Licensed Materials immediately and delete all such Licensed Materials from its systems unless otherwise agreed in writing. The undertaking to delete Licensed Materials does not apply to Licensed Materials which the Subscriber must retain under any applicable law, rule or regulation, including the rules of a professional body but such Licensed Materials will remain subject to the remaining terms of this clause.
8.4 The FlightGlobal Services may be suspended or, at RBII’s option, terminated immediately by RBII without liability in the event that Subscriber or any Authorized User is sanctioned by the United Kingdom, the European Union, the United Nations or the United States of America trade sanction regimes.
8.5 Expiry or termination of these Conditions shall be without prejudice to the accrued rights and obligations of the parties and, in particular, sections 3, 4, 5 and 7 shall survive termination for whatever reason.