Terms for Online Sales, Subscriptions, and Services
All Subscribers, Registered Users, Invitees that access and use this website and associated services together with purchasers of Our products, data, and/or services, including computer software, data, associated media, printed materials, publications, "online" or electronic documentation, web sites and internet-based services ("You" or “Your”) are subject to the terms and conditions within this agreement (“Agreement”). In this Agreement references to ”We”, ”Us”, ”Our” or “the Company” refer to the company that contracts with You for the product, data or service set out on Your Order (“Order” as defined in clause 17 below), see the Corporate Information section below for more details. An amendment or addendum to this Agreement or a copy of this Agreement may accompany the Product or Service.
By accepting the Quotation and by submitting Your Order or by installing or otherwise using the Product or Service You confirm that You have read and agree to be bound by this Agreement. If You do not agree, do not install or use the Product or Service You may return it to Your place of purchase for a full refund, if applicable.
1. TERM OF THE AGREEMENT
1.1 This Agreement shall be effective on (i) Our acceptance of Your Order or (ii) when You first install or use the Product or Service, whichever event occurs first or (iii) the date specified on the Order (the "Effective Date") and shall continue in full force and effect unless and until terminated in accordance with the provisions of this Agreement.
2. PRODUCT SUPPLY
2.1 The Product will be provided by Us to You at the frequency or frequencies set forth in the Order, and You will be licensed, where the Product is subject to a licence as set out in clause 4, to use the Products and any Data and information therein subject to the restrictions set out in this Agreement.
2.2 We shall provide the Product as set out in Your Order. Any changes You make to Your Order after delivery of the “Release Version” of the Product, except for the updating of flight schedules shall be considered material changes and subject to additional charge.
3. PRODUCT AND SERVICE PROVISIONS
3.1 We will use Our reasonable endeavours to provide the Service set out in the Order.
3.2 We will use Our reasonable endeavours to make the Web Site available to You 24 hours a day, 7 days a week. However, We reserve the right to suspend access to the Web Site and/or any Service at any time and without notice and We may, at Our sole discretion, restrict Your use of the Web Site and/or limit the hours of their availability.
3.3 It will be Your sole responsibility to: (i) ensure that Your System is compatible with the Product or Service; (ii) where the Service include any Configuration Services, promptly provide Your requirements and Customer Information to Us in order that We can carry out the Service and so that We can meet any target Acceptance Date or service Commencement Date that has been agreed between You and Us; (iii) where the Service is oneURL: promptly provide Us or Our Licensor with access to additional Channels through XML. Where the appropriate schema is not available You hereby expressly permit Us or Our Licensor to reverse engineer. If XML is not available You shall provide Us or Our Licensor access to the information. The cost of integration of any additional channels shall be quoted on a case by case basis; (iii) at Your expense obtain, install, and maintain suitable equipment and software and Internet access or connection services necessary to access the Service or any other of the services that are provided by Us in electronic format and design, develop and maintain Your internet site and keep in effect such internet services provider services and telecommunications services necessary to allow third parties access to the Hosted Service; (iv) ensure that any Hosted Service and Your internet site comply with any and all relevant legislation, including but not exclusive to accessibility and disability access legislation.
3.4 Where the Service is the Automated Routings Connection Service (“ARCS”): (i) You agree that We may deliver Routings directly to the Service Provider(s). Provided that We, in Our sole discretion, agree to this request and subject to the relevant Service Provider first entering into a licence agreement with Us on Our then current standard licence terms, We will deliver the relevant Routings to that Service Provider. Where We deliver Routings directly to You, You will ensure that the Routings (including extractions or compilations thereof) may only be accessed by authorised users of Your System and will not permit any party including a third party, whether or not an authorised user of the Your System, to download, extract, transmit to any other system by electronic or manual means, copy or otherwise reproduce all or any part of any Routings in any form or on any medium.
3.5 Where the Hosted Service is the “oneURL Service”: (i) the Hosted Service shall have the ability to lookup non-stop and direct flights and connections between user specified city pairs with drill down information; (ii) the Hosted Service shall have a “Buy Button” that will automatically dial Your pre-programmed number for reservations; (iii) We shall provide additional help to enable ‘deck’ placement on channels created by service providers upon Your request; and (iv) We shall provide 5 (five) TravelWire channels for the promotions channel; and (v) We shall be responsible for ensuring optimal browser on devices with an installed base of 1 million units. You may request optimization of devices with less than 1 million units in the market and which shall be subject to additional charge.
3.6 Advertising Services: We will place the Ads in the Product or Service or on the Web Site specified on the Order. You shall submit “Ads” in accordance with Our advertising criteria and specifications (including but not limited to content limitations, technical specifications, privacy policies, user experience policies) and this Agreement. All Ads content is subject to Our prior written approval and We reserve the right to reject, or remove from a publication, where We reasonably believe that the Ad or its content is in breach of, or is likely to be in breach of, this Agreement or relevant codes of practice. Positioning of Ads is at Our discretion unless We have agreed a specific preferred position with You. It is Your responsibility to provide materials to Our production department prior to the closing date. Materials not received by Our production department by the closing date cannot be quality checked and You will not be entitled to approve or revise such materials. We may publish existing material to fulfil Our obligations under this Agreement if new material is not received by the closing date. No coupons or reply cards will be accepted in any print advertisements. You agree that We may use Your materials for: (i) displaying the same at various travel agencies, hotels, and industry events; (ii) illustration in sales materials and brochures relating to the publication(s) specified; and (iii) use in public relation activities. In the event the actual deliverables for any campaign fall below any guaranteed levels and/or if there is an omission of any Ad, You and We will make a good faith effort to agree upon the conditions of an additional or replacement Ad.
3.7 Electronic Advertising Services: In addition to the provisions of clause 3.6: (i) Reports. Upon reasonable request, We will provide reports summarizing Ad placement and other variables defined in the order (for example, impressions, keywords, and/or clicks); (ii) Bonus Impressions. Where You utilize a third party ad server, We will not provide a bonus of more than 10% above the deliverables specified in the Order without Your prior written consent. If a third party ad server is being used and You notify Us that the guaranteed or capped levels stated in the order have been reached, We will use commercially reasonable efforts to suspend delivery of advertising services hereunder. If a third party ad server is not used, We may provide a bonus for as many ad units as We choose unless otherwise indicated on the Order; (iii) Third Party Ad Server Tags. When applicable, third party ad server tags shall be implemented so that they are functional in all aspects. You hereby represent and warrant that any such third party ad server tags shall not corrupt or conflict with Our computer systems and applications or those of Our third party suppliers, vendors or licensors. You shall indemnify, defend and hold Us, and Our affiliates, and Our/their respective directors, officers, employees and agents harmless from any and all losses incurred as a result of a third party claim, judgment or proceeding relating to or arising out of Your, or if applicable, Your advertising agency’s breach of this Agreement. In the event that Your third party ad server tags corrupt or conflict with Our or Our suppliers’, vendors’ or licensors’ computer system and applications, all impression and click-through charges calculated hereunder shall be deemed to correspond to the total number of estimated impressions and click-through charges specified in the Order. It shall be Your sole responsibility to monitor the results of any Ad campaign. After the start of any Ad campaign, You will notify Us in writing if the number of impressions that are being delivered is significantly above or below the estimated number of impressions for the time frame specified in the Order no later than twenty-four (24) hours of Your discovery of the same; (iv) Ad Tracking. Each party may track Ad delivery through its third party ad servers or their own ad server. In the event of a discrepancy between the server measurements, each party agrees to give reciprocal access to relevant and non-proprietary statistics from both ad servers, or if such is not available, provide another activity level report to each other. In the event that Our ad server measurements are higher than those produced by Your ad server by more than ten percent (10%) over the invoice period, You will facilitate a reconciliation effort between Our and Your ad servers. If the discrepancy cannot be resolved and You have made a good faith effort to facilitate the reconciliation effort, then either (i) the parties will consider the discrepancy an under-delivery of the Ads and agree upon the conditions of a make good flight, or (ii) You will pay Us the additional amounts due based on Your ad server reported data.
3.8 If any Product or Service or Data is provided in CD format, You will be responsible for the safe-keeping of such CD(s). We will not be liable to replace any Product or Service or Data lost or damaged by You by Your failure to safeguard such CD(s).
4. LICENCE
4.1 Where applicable, subject to this Agreement and in consideration of the Licence Fee, We grant You a non-exclusive, non-transferable, revocable, world-wide licence, with no right to sub-license, for the initial licence term period set out on the Order (the “Initial Term”) for the Product or Service as specified on the Order (the “Licence”), as follows:
4.1.1 Data: You shall be licensed to use the Data solely within Your System for Your internal business use and for (i) integration into and development of Your products as identified on the Order; (ii) strictly as reasonably necessary for testing of and integration trialling of those products; (iii) to use extracts of the Data within Your products; or (iv) for the production of Output Material for internal, non-commercial use only.
4.1.2 Downloadable Products: You shall be licensed to (i) use, store and print the Downloadable Product in order to produce Your printed products or (ii), where applicable, on Your internet site for the purpose of allowing Your customers to use the Downloadable Product on their desktop computers or personal digital assistants or hand-held computers (as applicable) for their non-commercial personal use only at no cost to Your customers or (iii) where You are an individual, download, store, and print the Downloadable Product onto a remote device for Your own personal and non-commercial purposes. You shall notify persons utilizing Your printed products or Your internet site that the Downloadable Product may only be printed for their personal use, and may not be further copied or compiled for sale, licence or redistribution to any other party.
4.1.3 Hosted Services: You shall be licensed to link Your website only to the Hosted Services or hosted webpage created by Us for Your use. Where applicable, the quantity of users licensed to use the Hosted Services shall be as may be specified on Your Order. You shall not copy or otherwise make available any of the Hosted Services, the Product, the Data or information, in whole or in part, to any third party or use such except as linked internet web pages hosted by Us; persons utilizing the Hosted Services shall be notified that the Data or information therein may only be printed for their personal and non-commercial use, and may not be further copied or compiled for sale, licence or redistribution to any other party.
4.1.4 LAN/Intranet/PC versions of Subscription Products: If You are subscribing to the LAN/Intranet or PC version of a Subscription Product You shall be licensed to use that Subscription Product: (i) on a multi-user network and/or optical file server at the Licensed Location(s) for up to and including the number of users specified on Your Order, or (ii) where You have purchased a Subscription Product for a single user, You shall be licensed to use the Subscription Product on a single desktop and/or laptop at the location specified on Your Order, provided that the desktop and/or laptop permits only single user access.
4.2 Upon the expiry of the Initial Term Your licence to use the Product or the Service terminates, unless (i) You have opted on the Order for automatic renewal of the Licence (“Autorenewal”) for the renewal term specified on the Order (the “Renewal Term”) and/or (ii) We have received from You the appropriate Licence Fee for the Renewal Term, for which we will invoice you not less than 30 days prior to the expiry of the current Term, in which case the Licence shall automatically be renewed for that subsequent and consecutive Renewal Term(s). Where We do not receive the appropriate Licence Fee the Licence to use the Product and/or the Service is terminated.
4.3 You will ensure that: (i) Output Material will include an appropriate attribution reflecting that the relevant Product or Service, and any Data or information was furnished by Us; (ii) the Product or Service (including extractions or compilations thereof) may only be accessed by authorised users of Your System (iii) You will not permit any party including a third party, whether or not an authorised user of the Your System, to download, extract, transmit to any other system by electronic or manual means, copy or otherwise reproduce all or any part of any Product or Service other than in accordance with the Licence granted under clause 4.1.
4.4 You may publish, reproduce and/or copy any Output Material for non-commercial purposes provided that where any of the Output Material and all compilations of the Output Material are printed out or incorporated in any document or materials produced by You, You include a legible and reasonably prominent statement adjacent to the Output Material to the effect that We are the source of the Output Material and that the database rights and copyright in the Product or Service and any Data or information contained therein belong to Us or Our licensors.
4.5 Where You wish to use any Product or Service for any purpose other than in accordance with the Licence granted under this clause 4, You must apply in writing to Us stating the proposed purpose for which the Product or Service is to be used by You. No such use may commence without Our express prior written approval. You understand and agree that there may be additional charges for Your additional use of the Product or Service if such approval is given by Us.
4.6 We may audit Your compliance with Your obligations under this Agreement by manual and electronic means which may include applying to a court for consent to enter Your premises and inspect such of Your assets and records, taking copies as necessary. If, as a result of such an audit, You are found to be in breach of Your rights or obligations under this Agreement, You will reimburse Our reasonable costs and expenses incurred in carrying out the audit, and We may increase the Licence Fee where (i) use of the Product or Service is not as specified on the Order, and/or (ii) the use has been found to be outside the terms of the Licence granted under this Agreement. We reserve the right to apply any increase in the Licence Fee retrospectively to the date upon which such additional use first commenced.
4.7 Where We require use of Your trade names, trade marks, brand names or logos (Your “Marks”) in order to provide the Service You hereby grant Us a non-exclusive, non-transferable, revocable, world-wide licence to such Marks.
5. INTELLECTUAL PROPERTY RIGHTS – OWNERSHIP
5.1 The Product, the Service, including any and all Data and information contained therein, is licensed and not sold. We (and, as applicable, Our licensors) own all right, title and interest in and to the Product and Services, including any Data, information, and Software therein. Any copyright and/or database right in and to any and all extractions and compilations of Data provided by Us to You, in whatever form they exist, vest solely in Us. You shall not remove any copyright or similar notices from the Product, Service, information or Software or other material supplied by Us. The terms of Your licence to use the Product and/or the Service are as set out in this Agreement and in particular clause 4. We may terminate the Licence at any time in the event of a material breach of one or more of the provisions of this Agreement, including but not limited to, perceived or actual infringement of any of Our and/or Our licensors’ copyright or other intellectual property rights or if the scope of usage is or is intended to be outside this Agreement.
5.2 OAG products produced and published in the UK or Asia are published by UBM Aviation Worldwide Ltd and are © 2001-2009 UBM Aviation Worldwide Ltd. All rights reserved. OAG products produced and published in the US, are published by UBM Aviation Worldwide, LLC and are © 2001-2009 UBM Aviation Worldwide, LLC. All rights reserved. AirCargoWorld products produced and published in the US, are published by UBM Aviation Worldwide, LLC and are © 1994-2009 UBM Aviation Worldwide, LLC. All rights reserved. UBM Aviation Industry PressPublications’ publications are published by UBM Aviation Industry PressPublications Ltd., and are © 1992-2009 UBM Aviation Industry Group Ltd. All rights reserved. UBM Aviation Industry Conferences publications are published by UBM Aviation Industry Conferences Ltd and UBM Aviation Industry Exhibitions publications are published by UBM Aviation Industry Exhibitions Ltd, and are © 1992-2009 UBM Aviation Industry Group Ltd. All rights reserved.
5.3 You may not reverse engineer, disassemble, decompile, lease, rent, transmit, re-transmit, sell or sublicense the Product, the Service or its content, or any part thereof, or otherwise create derivative works of the Product, or the Service for Your commercial or non-commercial exploitation nor shall You permit third parties to so do.
5.4 We acknowledge and agree that any and all intellectual property rights in Your Marks, hypertext link(s) (other than the Our hypertext links), web sites, logos, domain names, and for the avoidance of doubt, in the content therein, and in know-how associated with the same, are and shall remain the property and in the ownership of You (or where applicable, Your licensors).
6. INTELLECTUAL PROPERTY RIGHTS – INDEMNITY
6.1 We will indemnify You and keep You indemnified against all direct losses, claims, damages and expenses (including reasonable legal expenses) You incur in relation to any third party claim that Your use of the Product or Service (or any part thereof) constitutes infringement of any intellectual property rights owned by a third party provided that:
6.1.1 You immediately notify Us in writing of any infringement or allegation of infringement and in any event not later than 30 (thirty) days after You become aware of such infringement or allegation; You allow Us to conduct all negotiations and proceedings; You give Us reasonable assistance, information and authority as We may require to perform Our obligations under this clause; and You make no admission relating to the infringement or alleged infringement.
6.1.2 If a claim of infringement is made or We believe is likely to be made in respect of the Product, the Service and any data therein, We shall have the right but not the obligation to, using Our reasonable judgement and at Our expense, (i) replace or modify the Product or the Service so as to be non-infringing, provided that the replacements contain substantially similar functionality; or (ii) obtain a licence to enable You to continue using the Product or the Service; or (iii) if non-fringing Product, the Service or a licence to use the same cannot be obtained, We may terminate the Licence for the infringing items and refund monies paid for the same Our exercise of the right under this clause 10.1.1 shall be in full and final settlement of Our liability to You in respect of the infringement or allegation of infringement.
7. ALTERATIONS, SUSPENSION, AND TERMINATION
7.1 We reserve the right to make alterations to products and services from time to time in the interests of maintenance, operability, accuracy, topicality and usefulness. In addition, We reserve the right to discontinue access to all or part of any Product or Service temporarily or permanently, and without any liability to You save for the reimbursement on a prorated basis of any Licence Fees We have been paid by You for that service being discontinued.
7.2 Your subscription to Service provided by Us under this Agreement will continue for an initial minimum period of 1 (one) year commencing on the Effective Date. It will continue thereafter until either We or You terminate it in accordance with this Agreement.
7.3 We may, without liability, suspend delivery of the Product and/or suspend Your access to the Service or terminate Our Agreement with You time: (i) if You are in breach of any of Your obligations under this Agreement with Us; or (ii) if You fail to make any payment when it is due under this Agreement after receiving 7 days’ written notice from Us to do so, or (iii) where You have elected to pay for the Product or Service by credit/debit card You fail to provide Us with valid, accurate and up-to-date credit/debit card and contact information.
7.4 Either party may terminate this Agreement immediately by serving written notice on the other party if the other party: at any time, goes into liquidation (either compulsorily or voluntarily) or an administrator, receiver, administrative receiver, manager or similar officer is appointed in respect of the whole or part of its assets, or if that party makes an assignment for the benefit of, or a composition or arrangement with its creditors, or enters into or becomes subject to a like or equivalent insolvency or enforcement procedure or threatens to do so or is threatened with any of these things; or breaches any provision of this Agreement which is incapable of being remedied; or breaches any provision of this Agreement which is capable of being remedied but has failed, within thirty (30) days after being requested by the other party in writing to remedy the breach.
7.5 Where the Licence granted under clause 4 terminates, for whatever reason, You will cease to have any rights to use the Products, Data or receive and/or use the Service. You will at Our sole option (i) return the Product and/or the Data to Us, and/or (ii) certify to Us that You have removed all Product and/or Data from Your computer systems and have destroyed all copies of the Product and/or Data and any derivatives thereof. If We require, You shall provide a statement signed by an authorised representative that all copies of the Product and/or Data have been so removed and/or destroyed.
7.6 Where You are a Subscriber and this Agreement is terminated by You under clause 11.4, We shall refund to You that part of the subscription fee already paid which relates to any unexpired part of the Your subscription, calculating the value of such refund on a pro rata basis. You shall not be entitled to any refund of Fees if this Agreement is terminated by Us under clause 11.4 or by either party for any other reason.
7.7 Termination or expiry of this Agreement will not affect any accrued rights or liabilities of either party.
8. LIABILITY AND INDEMNITY
8.1 The Product and the Service and any information We provide to You are provided "as is" and "as available". We do not warrant that the Product or Service, or any information contained in the Product or Service, is error-free. You assume all risk for using, and for any results You obtain or liability You incur, by or as a result of using the Product or Service, or from using any information You obtain from using the Product or Service, or for failing to access the Product or Service any Service on any occasion. We do not guarantee or accept any liability for any links from the Product or Service to third party web sites, any information on other web sites to which the Product or Service is linked or the content of advertisements placed on the Product or Service to promote the products and services of third parties. For the avoidance of doubt, in the event that You are directed to a third party web site, at the point You access such third party web site that relationship is then between You and that third party and as such We bear no liability in respect of the same.
8.2 We do not guarantee the accuracy, integrity, or quality of any content or Contributions available on or through the Product or Service. You acknowledge that You may not rely on any of this content, whether created by or submitted to Us, including, but not limited to, product reviews, white papers, product descriptions, stock quotes, or Contributions on any bulletin board, chat, news group, community, forum or other feedback section of the Product or Service. You assume all risk for using, and for any results You obtain, or liability You incur, by or as a result of using the Product or Service, any Data or any Output Material.
8.3 Any Acceptance Dates and/or Service Commencement Dates are target dates for delivery of the Product or Service, as applicable, only and in respect of Acceptance Dates and/or Service Commencement Dates time shall not be of the essence. We shall not be liable for any actions, claims, actions, loss of profits, business or anticipated savings, loss of goodwill, lost or wasted management time or the lost time of other employees or any other losses that arise from Your failure or delay in providing Customer Information or any other information that We may reasonably require in order to provide the Product or Service.
8.4 Except as expressly set out in this Agreement all warranties, representations, terms, conditions or undertakings whether implied by statute, common law, custom, trade usage, course of dealing or otherwise (including any implied warranty, representation, term, condition or undertaking of satisfactory quality or fitness for a particular purpose) are, to the fullest extent permitted by law, hereby excluded.
8.5 We do not guarantee the prevention of the loss or alteration of, or improper access to, Your information or computer system. We are not responsible for invalid destinations or transmission errors in, corruption of, or the security of Your information on the Web Site or carried over any telecommunications or data communications facilities.
8.6 Neither party is liable for any loss or damages arising from any cause beyond its control.
8.7 Neither party is liable to the other or any third party for any of the following, whether arising out of or resulting from negligence, breach of this Agreement, or any other cause of action, loss of profits, business or anticipated savings, loss of goodwill, lost or wasted management time or the lost time of other employees or any other losses unless they are a reasonable foreseeable consequence of the relevant negligence, breach of contract or other cause of action; loss of use of or destruction of Your data (We recommend that You take reasonable measures to back-up Your data); any claims against You by any other party, whether direct or indirect even if We have been advised of the possibility of that loss or damage arising.
8.8 Our maximum liability to You, in aggregate, is to the sum You have paid to Us in Fees for the Product or Service in the 12 months immediately preceding the date upon which any cause of action or claim arises.
8.9 You will indemnify Us and keep Us indemnified against any losses, damages, liabilities, costs or expenses arising in connection with Your breach of any term of this Agreement or, arising in connection with anyone who accesses the Product or uses any of the Service using Your password or user identification.
8.10 Notwithstanding any other clause in these Terms, neither party excludes its liability for death or personal injury caused by its (i) gross negligence, (ii) wilful default, or (iii) for fraud.
8.11 You will indemnify and hold Us and Our subsidiaries, Our and Our subsidiaries’ directors, officers, employees, agents and subcontractors harmless: (i) against any and all claims, action, liabilities, losses, expenses, damages and costs, including, but not limited to, legal fees, that may be incurred by Us as a result of any breach by You of Your warranties set out in this Agreement; (ii) from any and all damages and expenses based upon claims arising from or in connection with Your loading of Your data into the Product or Service; that may at any time be incurred by reason of use of the Product or Service or any Output Material.
9. FORCE MAJEURE
9.1 Neither party will be liable for any delay in performing or failure to perform any obligation under this Agreement (save for a payment obligation), to the extent that the delay or failure results from events or circumstances outside its reasonable control, including but without prejudice to the generality of the foregoing, war, riot, strike, lockout or any other industrial action, act of god, act of terrorism, fire, earthquake, flood, disruption of data feeds or action of government or revocation of any telecommunications authority consent or any disaster affecting either one of the parties hereto. If any such event occurs then the periods in which the parties are required to perform their respective various obligations under this Agreement will be extended by the period of the duration of any such event and the party so prevented from performing its obligations will as soon as practicable give notice to the other of the occurrence of such event and of its cessation. Notwithstanding this, in the event of a delay exceeding six (6) months, either party may terminate this Agreement forthwith on written notice to the other.
10. CORPORATE INFORMATION
10.1 You will be contracting with the applicable entity listed below: · with regard to OAG and AirCargoWorld products, services, and subscriptions: UBM Aviation Worldwide, LLC., 3025 Highland Parkway, Suite 200, Downers Grove, Illinois, 60515-5561, USA (“UBM Aviation Worldwide, LLC”) (if You are resident in the Americas or the Caribbean); · with regard to the Web Site and OAG products, services, and subscriptions: UBM Aviation Worldwide Limited, registered in England and Wales, No. 4226716, registered office at Ludgate House, 245 Blackfriars Road, London, SE1 9UY and place of business at Church Street, Dunstable, Bedfordshire, LU5 4HB, United Kingdom and whose VAT number is 772680309 (if You are not resident in the Americas or the Caribbean); · with regard to UBM Aviation Industry PressPublications subscriptions: UBM Aviation Industry PressPublications Limited, registered in England and Wales, No. 2732007, registered office at Ludgate House, 245 Blackfriars Road, London, SE1 9UY, United Kingdom; · with regard to UBM Aviation Industry Conferences events: UBM Aviation Industry Conferences Limited, registered in England and Wales, No. 2675373, registered office at Ludgate House, 245 Blackfriars Road, London, SE1 9UY, United Kingdom; · with regard to UBM Aviation Industry Exhibitions events and exhibitions: UBM Aviation Industry Exhibitions Limited, registered in England and Wales, No. 2737787, registered office at Ludgate House, 245 Blackfriars Road, London, SE1 9UY, United Kingdom.
11. ALTERATIONS, SUSPENSION, AND TERMINATION
11.1 We reserve the right to make alterations to products and services from time to time in the interests of maintenance, operability, accuracy, topicality and usefulness. In addition, We reserve the right to discontinue access to all or part of any Product or Service temporarily or permanently, and without any liability to You save for the reimbursement on a prorated basis of any Licence Fees We have been paid by You for that service being discontinued.
11.2 Your subscription to Service provided by Us under this Agreement will continue for an initial minimum period of 1 (one) year commencing on the Effective Date. It will continue thereafter until either We or You terminate it in accordance with this Agreement.
11.3 We may, without liability, suspend delivery of the Product and/or suspend Your access to the Service or terminate Our Agreement with You time: (i) if You are in breach of any of Your obligations under this Agreement with Us; or (ii) if You fail to make any payment when it is due under this Agreement after receiving 7 days’ written notice from Us to do so, or (iii) where You have elected to pay for the Product or Service by credit/debit card You fail to provide Us with valid, accurate and up-to-date credit/debit card and contact information.
11.4 Either party may terminate this Agreement immediately by serving written notice on the other party if the other party: at any time, goes into liquidation (either compulsorily or voluntarily) or an administrator, receiver, administrative receiver, manager or similar officer is appointed in respect of the whole or part of its assets, or if that party makes an assignment for the benefit of, or a composition or arrangement with its creditors, or enters into or becomes subject to a like or equivalent insolvency or enforcement procedure or threatens to do so or is threatened with any of these things; or breaches any provision of this Agreement which is incapable of being remedied; or breaches any provision of this Agreement which is capable of being remedied but has failed, within thirty (30) days after being requested by the other party in writing to remedy the breach.
11.5 Where the Licence granted under clause 4 terminates, for whatever reason, You will cease to have any rights to use the Products, Data or receive and/or use the Service. You will at Our sole option (i) return the Product and/or the Data to Us, and/or (ii) certify to Us that You have removed all Product and/or Data from Your computer systems and have destroyed all copies of the Product and/or Data and any derivatives thereof. If We require, You shall provide a statement signed by an authorised representative that all copies of the Product and/or Data have been so removed and/or destroyed.
11.6 Where You are a Subscriber and this Agreement is terminated by You under clause 11.4, We shall refund to You that part of the subscription fee already paid which relates to any unexpired part of the Your subscription, calculating the value of such refund on a pro rata basis. You shall not be entitled to any refund of Fees if this Agreement is terminated by Us under clause 11.4 or by either party for any other reason.
11.7 Termination or expiry of this Agreement will not affect any accrued rights or liabilities of either party.
12. Where You are contracting with UBM Aviation Worldwide, LLC the following additional clauses and/or variations to the above terms shall apply:
12.1 Your Responsibilities: In addition to the provisions set out in this Agreement, You agree that You will comply with United States law regarding the transmission of technical data exported from the United States.
12.2 Disclaimers of Warranties: Clauses 12.1 and 12.3 shall be replaced with: THE PRODUCT AND THE SERVICE, MATERIALS, AND CONTRIBUTIONS ARE MADE AVAILABLE ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY REPRESENTATION, PROMISE OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, OR ANY GUARANTY OR ASSURANCE THAT THE PRODUCT AND THE SERVICE, MATERIALS, AND CONTRIBUTIONS WILL BE AVAILABLE FOR USE, OR UNINTERRUPTED OR ERROR FREE, OR THAT ALL PRODUCTS, FEATURES, FUNCTIONS OR OPERATIONS WILL BE AVAILABLE OR PERFORM AS DESCRIBED OR THAT ANY ERRORS WILL BE CORRECTED. IN ADDITION, ANY MATERIAL THAT YOU DOWNLOAD OR OTHERWISE OBTAIN THROUGH OUR SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY POTENTIAL DAMAGES TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM YOUR DOWNLOAD OF ANY SUCH MATERIAL. Without limiting the foregoing, We are not responsible or liable for any malicious code, delays, inaccuracies, errors, or omissions arising out of Your use of the Product or the Service, Materials, and Contributions. As between You and Us, You are assuming the entire risk as to the quality, accuracy, performance, timeliness, adequacy, completeness, correctness, authenticity, security, and validity of any and all features and functions of the Product or the Service, Materials, and Contributions, including, without limitation, postings and materials associated with Your use of the Product or the Service, Materials, and Contributions. Under no circumstances shall We or Our subsidiaries, parent corporation and affiliates, and all of their respective officers, directors, owners, employees, agents, licensors, representatives, licensors and suppliers, be liable for any loss or damage caused by Your reliance on information obtained through the Product or Service. It is Your responsibility to evaluate the information, opinion, advice, or other content available through the Product and the Service.
12.3 Limitation of Liability: Clauses 12.7 and 12.8 shall be replaced with: IN NO EVENT SHALL WE, OUR SUBSIDIARIES, PARENT CORPORATION AND AFFILIATES, AND ALL OF THEIR RESPECTIVE OFFICERS, DIRECTORS, OWNERS, EMPLOYEES, AGENTS, LICENSORS, REPRESENTATIVES, LICENSORS AND SUPPLIERS, BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY, UNDER ANY THEORY, INCLUDING NEGLIGENCE, FOR DAMAGES OF ANY KIND ARISING FROM THE USE OF THE PRODUCT AND/OR THE SERVICE, INCLUDING BUT NOT LIMITED TO DIRECT, INDIRECT, ACTUAL, INCIDENTAL, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES, LOST INCOME, REVENUE OR PROFITS, LOST OR DAMAGED DATA, OR OTHER COMMERCIAL OR ECONOMIC LOSS, THAT RESULT FROM YOUR USE OF, OR INABILITY TO USE, THE PRODUCT AND/OR THE SERVICE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES ARE FORESEEABLE. BY USING THE PRODUCT AND/OR SERVICE, YOU AGREE THAT THIS LIMITATION WILL APPLY TO ANY MERCHANDISE, SERVICES, AND CONTENT THAT MAY BE AVAILABLE THROUGH SUCH PRODUCT AND/OR SERVICE. IN THE EVENT THAT APPLICABLE LAW DOES NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR DAMAGES, YOU AGREE THAT IN NO EVENT SHALL THE TOTAL OF OUR LIABILITY OR THAT OF OUR SUBSIDIARIES, PARENT CORPORATION AND AFFILIATES, AND ALL OF THEIR RESPECTIVE OFFICERS, DIRECTORS, OWNERS, EMPLOYEES, AGENTS, LICENSORS, REPRESENTATIVES, LICENSORS AND SUPPLIERS, TO YOU FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION OF ANY KIND EXCEED THE TOTAL FEES FOR THE APPLICABLE PRODUCT OR SERVICES IN THE 12 MONTHS IMMEDIATELY PRECEDING THE DATE UPON WHICH ANY CAUSE OF ACTION OR CLAIM ARISES. Notwithstanding any claim that a sole or exclusive remedy which is provided in this Agreement may or does fail of its essential purpose, You specifically acknowledge and agree that Your sole and exclusive remedy for any loss or damage shall be to have Us, upon written notice from You, attempt to repair, correct or replace any deficient Product or Service and, if repair, correction or replacement is not reasonably commercially practicable for Us, in Our sole discretion, to refund any monies actually paid by You for the Product or Service involved and to terminate and discontinue Your use of the Product or Service.
12.4 Choice of Law and Forum: Clause 15.8 shall be replaced with: The parties hereby irrevocably agree that the formation, construction, and interpretation of this Agreement shall be controlled by the laws of the State of New York, giving no effect to conflict of laws provisions. The U.N. Convention of Contracts for the International Sale of Goods is expressly excluded from any interpretation of this Agreement. Any dispute relating to this Agreement shall be subject to the exclusive jurisdiction of the state and federal courts in New York, New York, U.S.A., and the parties agree to submit to the personal and exclusive jurisdiction of these courts.
12.5 Statute of Limitations: You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Web Site, Product, Service, or this Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred.
13. DEFINITIONS
13.1 In this Agreement, the following expressions have the meanings: “Acceptance Date” means the date agreed between Us and You for the completion of the Configuration Service as set out on the Order; “Acceptance” means that the Configuration Service meets Your requirements as specified to Us in writing prior to the commencement of the Configuration Services; “Ad”, “Ads” means the advertisement(s) and associated content and materials to be provided by You for use with the Advertisement Services; “Advertisement Services” means the advertisement services provided by us as specified on the Order; “ARCS” means Automated Routings Connection Service, a service which provides an electronic data submission of an Airline’s customised routings to the major GDS that matches the specific formatting and selection criteria of each GDS; “Commencement Date” means the date on which We start to provide any of the Services to You under this Agreement or as may be specified on the Order; “Configuration Services” means the initial services to be carried out by Us for customization of Our service based on Your documented requirements. “CRS” means the computerised reservation systems companies which have the capability to accept Routings and which have supplied to Us details of the data format and the medium on which such Routings may be delivered to the CRS at such address as may be advised to Us from time to time; “Customer Information” means the data and/or information provided or to be provided by You to Us so that We are able to perform Our obligations under this Agreement; “Data” means data licensed to You by Us, as set out on the Order, whether provided on its own or within a Product or Service; “Delegate” means an individual that has enrolled on, and paid for, attendance at an Event; “Event” means an exhibition, conference, or event produced, presented or arranged by Us;“Fees” means those fees and charges, including applicable Licence Fees, specified in the Order; “GDS” means the Global Distribution System; “Hosted Service” means the Service to be hosted by Us on Your behalf for use by You and/or Your customers; “Intellectual Property Rights” means all intellectual property rights recognised from time to time anywhere in the world including, without limitation, all patents, trade marks, registered designs, design rights (whether or not registered) and copyrights, any applications for any of the above, and all rights in respect of inventions, drawings, plans, specifications, designs and computer software and hardware, database rights and rights to extract or exploit data and all know-how and confidential processes, methods and information, and all trade secrets and rights of confidence; “Invitee” means the business or individual specifically invited in writing by Us to use a restricted section of the Web Site; “Links” means a hypertext link to one or more of Our web-sites (or Our sub-contractor’s) hosted web-sites (as the case may be); “oneURL” means the GoldenWare wireless device recognition application that assures consistent rendering on the multiple Internet enabled devices that use the WAP1 and WAP2 (all WML and HDML formats) and Mini Browser, Symbian, and iMode platforms; “Order” means the Your order placed either on Our order form, by telephone conversation with Our telesales department, online on the Web Site or in email correspondence with Us, for subscription to or restricted access to any of the Products or Services, as accepted by Us;“Output Material” means any printed report, publication, or document generated by the Product or Service; “Product” means computer software, associated media, printed materials, publications, "online" or electronic documentation, and Data, including market intelligence products, download products, subscription product and other data products requested by You; “Publications” means the products made available in printed form by Us for sale or resale to customers and as may be varied by the prior written agreement of the Parties; “Quotation” means the quotation provided by Us in response to Your request for a quotation for products and/or services; “Registered User” means the business or individual registered to use a limited number or amount of the Services; “Routing Files” means the accepted medium in which the Routings may be delivered to the CRS; “Routings” means lists of city or airport codes which are necessary to construct transfer connections for schedule display within the CRS; “Service Provider System” means that hardware and software system used by a Service Provider, as set out on the Order; “Service Provider” means the third party service provider(s) or CRS, as applicable, that provide (or which You propose would provide) computer processing services to You and as named as such on the Order; “Services” means , as applicable, either (i) services, Data or Events, and access to restricted areas of the Web Site as set out in the Order that We provide to You under this Agreement via any Web Site or any successor or replacement site, or (ii) the services to be provided to You by Us as set out on the Order including, where applicable, the data services, Advertisement Services, Hosted Services, oneURL Service, Software, Events, or Configuration Services; “Software” means any software owned and licensed by Us; “Subscriber” means the business or individual paying for a product or for a subscription to a Product or Service; “System” means the manual or computer system owned and/or controlled by You; “Users” means any user of any Web Site who is not a Subscriber, Registered User or Invitee; “Web Site” means each and all of Our web sites.
14. CORPORATE INFORMATION
14.1 You will be contracting with the applicable entity listed below:
15. GENERAL
15.1 This Agreement, together with the Order which is herewith expressly incorporated herein, contains the entire agreement and understanding of the parties in relation to the provision and use of the Product and/or the Services and supersedes any proposal or prior agreement, oral or written, and any other communications between the parties relating to the subject matter of this Agreement. Any terms and conditions contained in Your purchase order or in any other document submitted by You shall be null and void. You also may be subject to additional terms and conditions that may apply when You use or purchase other products and services, affiliate services, third-party content or third-party software. Any variation to this Agreement that You request must be specifically agreed to by Us in writing. This Agreement cannot be changed or terminated orally.
15.2 Each of the provisions of this Agreement is distinct and severable from the others and if at any time one or more of such provisions is or becomes invalid, unlawful or unenforceable (whether wholly or to any extent), the validity, lawfulness and enforceability of the remaining provisions (or the same provision to any other extent) shall not in any way be affected or impaired. However, We shall be entitled to terminate this Agreement forthwith on written notice if the effect of the foregoing in relation to any particular provision or provisions is of material commercial detriment to Us, having regard to the full terms and conditions agreed by the parties.
15.3 A failure or delay of either party to enforce a provision of this Agreement or a previous waiver or forbearance by either party will not be construed as a continuing waiver of any provision of this Agreement.
15.4 All notices to Us under this Agreement must be sent to Our address, fax number or e-mail address as follows: UBM Aviation Worldwide Limited, The OAG Building, Church Street, Dunstable, Bedfordshire, LU5 4HB, United Kingdom for the attention of Legal Counsel (Fax: +44 (0) 1582 695076) (e-mail: customers@oag.com), or any other address that We may inform You of from time to time. All notices to You under this Agreement will be sent to Your address, fax number or e-mail address set out on the Order or as You provide as part of the online registration process on first use of the Web Site, or any other address that You may inform Us of from time to time. You may inform Us of a change to their address for service online on the Web Site where appropriate. All notices may be delivered personally, or sent by first class prepaid post, by fax or by e-mail and will be deemed to have been served: if by hand, when delivered; if by first class post, 48 hours after posting; if by fax, when dispatched provided that the sender's fax machine produces automatic confirmation of error free transmission to the intended recipient; and if by e-mail when received.
15.5 Where this Agreement is translated into a language other than English that translation shall be for reference only. In the event of any conflict between a non-English language version and the English language version of this Agreement then the English language version of this Agreement shall take precedence.
15.6 You agree that We may at Our sole discretion and option automatically, and without notice, assign or novate this Agreement, in whole or in part, and/or any rights, licences or obligations to a third party. You may not assign, sub-license, or otherwise transfer the Product, the Service, this Agreement or any of Your rights under this Agreement, sub-contract Your obligations, or resell any of the Product or Service without Our prior written permission.
15.7 You agree that nothing in this Agreement confers or purports to confer on any person who is not a party to this Agreement any beneficial rights, or any other right, to enforce any term or provision of this Agreement.
15.8 This Agreement shall be governed in accordance with the laws of England and Wales and it is agreed that the English and Welsh courts shall have non-exclusive jurisdiction. Nothing in this clause will prevent Us from applying for and obtaining injunctive relief or enforcement of any order of an English and Welsh court in any other country or jurisdiction.
16. Where You are contracting with UBM Aviation Worldwide, LLC the following additional clauses and/or variations to the above terms shall apply:
16.1 Your Responsibilities: In addition to the provisions set out in this Agreement, You agree that You will comply with United States law regarding the transmission of technical data exported from the United States.
16.2 Disclaimers of Warranties: Clauses 12.1 and 12.3 shall be replaced with: THE PRODUCT AND THE SERVICE, MATERIALS, AND CONTRIBUTIONS ARE MADE AVAILABLE ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY REPRESENTATION, PROMISE OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, OR ANY GUARANTY OR ASSURANCE THAT THE PRODUCT AND THE SERVICE, MATERIALS, AND CONTRIBUTIONS WILL BE AVAILABLE FOR USE, OR UNINTERRUPTED OR ERROR FREE, OR THAT ALL PRODUCTS, FEATURES, FUNCTIONS OR OPERATIONS WILL BE AVAILABLE OR PERFORM AS DESCRIBED OR THAT ANY ERRORS WILL BE CORRECTED. IN ADDITION, ANY MATERIAL THAT YOU DOWNLOAD OR OTHERWISE OBTAIN THROUGH OUR SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY POTENTIAL DAMAGES TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM YOUR DOWNLOAD OF ANY SUCH MATERIAL. Without limiting the foregoing, We are not responsible or liable for any malicious code, delays, inaccuracies, errors, or omissions arising out of Your use of the Product or the Service, Materials, and Contributions. As between You and Us, You are assuming the entire risk as to the quality, accuracy, performance, timeliness, adequacy, completeness, correctness, authenticity, security, and validity of any and all features and functions of the Product or the Service, Materials, and Contributions, including, without limitation, postings and materials associated with Your use of the Product or the Service, Materials, and Contributions. Under no circumstances shall We or Our subsidiaries, parent corporation and affiliates, and all of their respective officers, directors, owners, employees, agents, licensors, representatives, licensors and suppliers, be liable for any loss or damage caused by Your reliance on information obtained through the Product or Service. It is Your responsibility to evaluate the information, opinion, advice, or other content available through the Product and the Service.
16.3 Limitation of Liability: Clauses 12.7 and 12.8 shall be replaced with: IN NO EVENT SHALL WE, OUR SUBSIDIARIES, PARENT CORPORATION AND AFFILIATES, AND ALL OF THEIR RESPECTIVE OFFICERS, DIRECTORS, OWNERS, EMPLOYEES, AGENTS, LICENSORS, REPRESENTATIVES, LICENSORS AND SUPPLIERS, BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY, UNDER ANY THEORY, INCLUDING NEGLIGENCE, FOR DAMAGES OF ANY KIND ARISING FROM THE USE OF THE PRODUCT AND/OR THE SERVICE, INCLUDING BUT NOT LIMITED TO DIRECT, INDIRECT, ACTUAL, INCIDENTAL, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES, LOST INCOME, REVENUE OR PROFITS, LOST OR DAMAGED DATA, OR OTHER COMMERCIAL OR ECONOMIC LOSS, THAT RESULT FROM YOUR USE OF, OR INABILITY TO USE, THE PRODUCT AND/OR THE SERVICE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES ARE FORESEEABLE. BY USING THE PRODUCT AND/OR SERVICE, YOU AGREE THAT THIS LIMITATION WILL APPLY TO ANY MERCHANDISE, SERVICES, AND CONTENT THAT MAY BE AVAILABLE THROUGH SUCH PRODUCT AND/OR SERVICE. IN THE EVENT THAT APPLICABLE LAW DOES NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR DAMAGES, YOU AGREE THAT IN NO EVENT SHALL THE TOTAL OF OUR LIABILITY OR THAT OF OUR SUBSIDIARIES, PARENT CORPORATION AND AFFILIATES, AND ALL OF THEIR RESPECTIVE OFFICERS, DIRECTORS, OWNERS, EMPLOYEES, AGENTS, LICENSORS, REPRESENTATIVES, LICENSORS AND SUPPLIERS, TO YOU FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION OF ANY KIND EXCEED THE TOTAL FEES FOR THE APPLICABLE PRODUCT OR SERVICES IN THE 12 MONTHS IMMEDIATELY PRECEDING THE DATE UPON WHICH ANY CAUSE OF ACTION OR CLAIM ARISES. Notwithstanding any claim that a sole or exclusive remedy which is provided in this Agreement may or does fail of its essential purpose, You specifically acknowledge and agree that Your sole and exclusive remedy for any loss or damage shall be to have Us, upon written notice from You, attempt to repair, correct or replace any deficient Product or Service and, if repair, correction or replacement is not reasonably commercially practicable for Us, in Our sole discretion, to refund any monies actually paid by You for the Product or Service involved and to terminate and discontinue Your use of the Product or Service.
16.4 Choice of Law and Forum: Clause 15.10 shall be replaced with: The parties hereby irrevocably agree that the formation, construction, and interpretation of this Agreement shall be controlled by the laws of the State of New York, giving no effect to conflict of laws provisions. The U.N. Convention of Contracts for the International Sale of Goods is expressly excluded from any interpretation of this Agreement. Any dispute relating to this Agreement shall be subject to the exclusive jurisdiction of the state and federal courts in New York, New York, U.S.A., and the parties agree to submit to the personal and exclusive jurisdiction of these courts.
16.5 Statute of Limitations: You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Web Site, Product, Service, or this Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred.
17. DEFINITIONS
17.1 In this Agreement, the following expressions have the meanings:
“Acceptance Date” means the date agreed between Us and You for the completion of the Configuration Service as set out on the Order; “Acceptance” means that the Configuration Service meets Your requirements as specified to Us in writing prior to the commencement of the Configuration Services; “Ad”, “Ads” means the advertisement(s) and associated content and materials to be provided by You for use with the Advertisement Services; “Advertisement Services” means the advertisement services provided by us as specified on the Order; “ARCS” means Automated Routings Connection Service, a service which provides an electronic data submission of an Airline’s customised routings to the major GDS that matches the specific formatting and selection criteria of each GDS; “Commencement Date” means the date on which We start to provide any of the Services to You under this Agreement or as may be specified on the Order; “Configuration Services” means the initial services to be carried out by Us for customization of Our service based on Your documented requirements. “CRS” means the computerised reservation systems companies which have the capability to accept Routings and which have supplied to Us details of the data format and the medium on which such Routings may be delivered to the CRS at such address as may be advised to Us from time to time; “Customer Information” means the data and/or information provided or to be provided by You to Us so that We are able to perform Our obligations under this Agreement; “Data” means data licensed to You by Us, as set out on the Order, whether provided on its own or within a Product or Service; “Delegate” means an individual that has enrolled on, and paid for, attendance at an Event; “Event” means an exhibition, conference, or event produced, presented or arranged by Us;“Fees” means those fees and charges, including applicable Licence Fees, specified in the Order; “GDS” means the Global Distribution System; “Hosted Service” means the Service to be hosted by Us on Your behalf for use by You and/or Your customers; “Intellectual Property Rights” means all intellectual property rights recognised from time to time anywhere in the world including, without limitation, all patents, trade marks, registered designs, design rights (whether or not registered) and copyrights, any applications for any of the above, and all rights in respect of inventions, drawings, plans, specifications, designs and computer software and hardware, database rights and rights to extract or exploit data and all know-how and confidential processes, methods and information, and all trade secrets and rights of confidence; “Invitee” means the business or individual specifically invited in writing by Us to use a restricted section of the Web Site; “Links” means a hypertext link to one or more of Our web-sites (or Our sub-contractor’s) hosted web-sites (as the case may be); “oneURL” means the GoldenWare wireless device recognition application that assures consistent rendering on the multiple Internet enabled devices that use the WAP1 and WAP2 (all WML and HDML formats) and Mini Browser, Symbian, and iMode platforms; “Order” means the Your order placed either on Our order form, by telephone conversation with Our telesales department, online on the Web Site or in email correspondence with Us, for subscription to or restricted access to any of the Products or Services, as accepted by Us;“Output Material” means any printed report, publication, or document generated by the Product or Service; “Product” means computer software, associated media, printed materials, publications, "online" or electronic documentation, and Data, including market intelligence products, download products, subscription product and other data products requested by You; “Publications” means the products made available in printed form by Us for sale or resale to customers and as may be varied by the prior written agreement of the Parties; “Quotation” means the quotation provided by Us in response to Your request for a quotation for products and/or services; “Registered User” means the business or individual registered to use a limited number or amount of the Services; “Routing Files” means the accepted medium in which the Routings may be delivered to the CRS; “Routings” means lists of city or airport codes which are necessary to construct transfer connections for schedule display within the CRS; “Service Provider System” means that hardware and software system used by a Service Provider, as set out on the Order; “Service Provider” means the third party service provider(s) or CRS, as applicable, that provide (or which You propose would provide) computer processing services to You and as named as such on the Order; “Services” means , as applicable, either (i) services, Data or Events, and access to restricted areas of the Web Site as set out in the Order that We provide to You under this Agreement via any Web Site or any successor or replacement site, or (ii) the services to be provided to You by Us as set out on the Order including, where applicable, the data services, Advertisement Services, Hosted Services, oneURL Service, Software, Events, or Configuration Services; “Software” means any software owned and licensed by Us; “Subscriber” means the business or individual paying for a product or for a subscription to a Product or Service; “System” means the manual or computer system owned and/or controlled by You; “Users” means any user of any Web Site who is not a Subscriber, Registered User or Invitee; “Web Site” means each and all of Our web sites.