Terms of use

MOBILE APPLICATION TRIAL - TERMS OF USE

DEFINITIONS AND INTERPRETATION

In these terms of use:

1.1

the following terms shall have the following meanings:

Acknowledgement

means the accept that must be selected by the Customer electronically on their mobile

device to confirm that they have read, understood and agree to be bound by these terms

of use;

Agreement

has the meaning given to it in clause 2.1;

Application

means the mobile application software operated by the Licensor, through which the

Formulae may be used for the Purpose, subject to, and in accordance with, the

Agreement;

Authorised Users

has the meaning given to it in clause 4.1;

Commencement Date

means the date on which the Agreement is entered into between the Parties;

Confidential Information

means all information relating directly or indirectly to the Licensor (or its associated

companies), in whatever form, whether created before or after the Commencement Date,

including without limitation, information relating to the Licensor’s: (i) Intellectual Property

Rights, software, products, systems, operations, processes, plans or intentions, Formulae,

Know How and market opportunities; and (ii) business, identity and affairs and the

business, identity and affairs of its associated companies, directors, officers, employees,

customers and potential customers, suppliers, agents, or subcontractors and similar

information which may come into the possession of the Customer from time to time;

Customer

the person that accepts these terms of use by selecting to accept the Acknowledgement;

Formulae

means the formulae which provides data for engine expected life on wing, shop visit cost

and maintenance reserve rate, as more particularly described in Schedule 1;

Force Majeure

includes any circumstances beyond the reasonable control of the Licensor, including

without limitation acts of God, governmental actions, war or national emergency, acts of

terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes

or other labour disputes (whether or not relating to either P arty’s workforce) or restraints or

delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable

materials;

Intellectual Property Rights

shall mean all intellectual property rights, including patents, copyright (including moral

rights), registered design or unregistered design right, registered or unregistered trade

mark rights and any application for any of the foregoing, database rights, Know How, trade

or business name, rights in software, topography rights, passing-off rights, rights in

formulae and calculations, any rights in respect of Confidential Information, goodwill and

any other industrial, intellectual or commercial rights (including rights in any invention,

discovery or process), and applications for registration of any of the foregoing, and the

right to apply therefor, in each case in any part of the world;

Know How

means the know-how of the Licensor in relation to the Formulae;

Licensor

Royal Aero GmbH (Company No: HRB145410 VAT: DE813 578 149) whose registered

office is at Maxlrainer Strasse 12, 83714 Miesbach, Germany;

Party

means the Licensor or the Customer and Parties means the Licensor and the Customer;

Purpose

means the purpose for which the Customer is permitted to use the Application on a mobile

device in accordance with the Agreement, as specified in Schedule 1; and

Trial Period

has the meaning given to it in clause 2.1;

1.2

headings to clauses shall not affect their meaning;

1.3

a person includes a corporate or unincorporated body;

1.4

a reference to a law is a reference to it as it is in force for the time being, taking account of any amendment, extension, application or re-

enactment and includes any subordinate legislation for the time being in force made under it;

1.5

writing or written excludes e-mail;

1.6

words in the singular include the plural and in the plural include the singular;

1.7

a reference to one gender includes a reference to the other gender;

1.8

words and phrases like other , including and in particular shall not limit the generality of any preceding words or be construed as being

limited to the same class as the preceding words

ACCEPTANCE OF THESE TERMS OF USE AND THE TRIAL PERIOD

2.1

In order to download, access and/or use the Application, the Customer must select to accept the Acknowledgement to confirm that they have

read, understood and agree to be bound by these terms of use. If a person does not accept the Acknowledgement then they shall not be

entitled to download, access or use the Application or the Formulae. It is at the time that the Customer accepts the Acknowledgement that an

agreement is entered into between the Licensor and the Customer concerning the download of, access to and use of the Application and the

Formulae ( Agreement ). The Agreement shall be subject to, and shall incorporate, these terms of use to the exclusion of any other terms and

conditions that the Customer may purport to apply.

2.2

The Licensor permits the Customer to download, access and use the Application, subject to and in accordance with the terms of the

Agreement, solely on a trial basis from the Commencement Date until the Customer has used the Formulae on five (5) occasions, subject to

earlier termination in accordance with clause 8 ( Trial Period ).

2.3

The Application is initially provided on a trial basis free of charge for the Trial Period.

2.4

Any request by the Customer to use the Application beyond the Trial Period shall be made to the Licensor in writing. Any further use of the

Application by the Customer and any of its Authorised Users shall be subject to commercial terms agreed between the Parties from time to

time, including payment of fees by the Customer.

GRANT OF LICENCE

3.1

In consideration of the Customer complying with all of its obligations under the Agreement, the Licensor hereby grants to the Customer a non-

exclusive, non-transferrable, revocable licence to use the Formulae for the Purpose via the Application and solely during the Trial Period,

subject to and in accordance with the Agreement.

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3.2

The Customer agrees to only use the Formulae for the Purpose and shall not use the Formulae for any other purpose, unless the Licensor

provides its explicit prior written consent.

CUSTOMER ’S OBLIGATIONS

4.1

The Customer shall only allow its employees and agents ( Authorised Users ) to use the Application, provided the Customer:

4.1.1

makes all such Authorised Users aware of the Customer’s obligations under the Agreement and shall at all times procure

compliance by those persons with them; and

4.1.2

shall be wholly responsible for the acts or omissions of the Authorised Users, as though they were the Customer's own acts or

omissions. An obligation on the Customer to do, or to refrain from doing, any act or thing shall include an obligation upon the

Customer to procure that the Authorised Users also do, or refrain from doing, such act or thing.

4.2

The Customer warrants and represents that it is a business and that the Application and the Formulae shall only be used for the purposes of

the Customer’s business.

4.3

The Customer shall:

4.3.1

comply with all reasonable directions given by the Licensor or its duly authorised representatives in relation to the use and/or

storage of information relating to the Formulae (including, but not limited to, any relevant outputs from use of the Formulae),

Intellectual Property Rights and/or Confidential Information of the Licensor, in whatever format such directions are issued

(including, but not limited to, instructions/directions which are oral, in writing or communicated through the Application);

4.3.2

only use the Application in accordance with the Agreement and the instructions of the Licensor and any issued guidelines or

procedures notified to the Customer by the Licensor (in whatever format) from time to time during the Trial Period;

4.3.3

keep any login details and passwords issued by the Licensor (or created by the Customer) for accessing the Application secure

and not disclose such login details and/or passwords to any third party or to any other party within the Customer organisation who

is not authorised by the Licensor to access and use the Application; and

4.3.4

permit the Licensor and the Licen sor’s duly authorised representatives, at all reasonable times, to monitor the Customer’s use of

the Application for the purposes of ensuring compliance with the terms of the Agreement.

4.4

The Customer shall not:

4.4.1

use the Application in any way that breaches or for a purpose that breaches any applicable local, national or international law or

regulation or which is in any way unlawful or fraudulent;

4.4.2

copy (including storing and downloading), distribute, publish, alter, adapt, create derivative works from, or otherwise use the

material on and/or results from the Application, either in whole or in part, except as expressly permitted;

4.4.3

remove any copyright, trademark or other intellectual property notices on the Application; or

4.4.4

seek to interfere with or damage the Application or its content.

4.5

The Parties acknowledge and agree that the assessment of engine expected life on wing, shop visit cost and maintenance reserve rate is the

Customer’s sole responsibility. The Licensor provides no guarantees as to the suitability of the Application or Formulae to assist with the

Customer’s assessment and provides no guarantees as to the adequacy or accuracy of any results or other outputs from the Customer’s use

of the Application or Formulae.

4.6

The Customer shall indemnify the Licensor and keep the Licensor indemnified at all times against all claims, demands, costs (including legal

costs on a full indemnity basis), expenses, losses and liabilities incurred by the Licensor, or for which the Licensor may become liable, as a

result of any breach of the obligations in this clause 4 and/or the Customer ’s use of the Application, Formulae, Intellectual Property Rights

and/or Confidential Information of the Licensor.

APPLICATION ACCESS

5.1

The Licensor licences the Application to the Customer on the basis of the Agreement and subject to any requirements applied by any provider

or operator (“ Appstore Provider ”) from whose site, located at https://www.apple.com/itunes or https://play.google.com/store (“ Appstore ”), the

Customer downloaded the Application (“ Appstore Requirements ”) . The Customer shall comply with, and shall procure that each Authorised

User using the Application complies with, the terms of the Agreement and the relevant Appstore Requirements.

5.2

The Customer agrees to only use the Application in accordance with the Licensor’s instructions and for using the Formulae for calculations for

the Purpose.

5.3

If the Application cannot be accessed, or cannot perform the required calculations, then the Licensor may perform the calculations using the

Formulae on behalf of the Customer. The Customer shall not ask any party other than the Licensor to perform the calculations using the

Formulae, Intellectual Property Rights and/or Confidential Information of the Licensor.

5.4

The Customer shall be entirely responsible for the use it makes of the results from the calculations using the Formulae (whether performed

through the Application or by the Licensor) and the Licensor shall not be liable in any way for the results from the use of the Application,

Formulae, Intellectual Property Rights and/or Confidential Information of the Licensor.

CONFIDENTIALITY

6.1

The Customer shall keep (and shall procure that its respective directors and employees keep) secret and confidential all Know How, the

Formulae and Confidential Information communicated to it, either preparatory to, or as a result of, the Agreement, and shall not disclose the

same or any part of the same to any person other than its directors or employees directly or indirectly concerned in the use of the Formulae for

the Purpose, provided that, before any such disclosure takes place, the Customer shall procure that each of the directors and employees

concerned shall execute a confidentiality undertaking with that party in a form similar to that in the Agreement.

6.2

The provisions of Clause 6.1 shall not apply to any Confidential Information as the Customer can prove:

6.2.1

to have been in its possession at the date of receipt, or which becomes public knowledge otherwise than through a breach of an

obligation of confidentiality (whether directly or indirectly); or

6.2.2

is required to be disclosed due to an order of a court or body of competent jurisdiction.

6.3

The Customer shall not, without the Licensor’s prior written consent, make any commercial use of or make any commercial gain from the

Confidential Information or seek to obtain any protection of the Intellectual Property Rights contained in the Confidential Information.

6.4

The Customer agrees that any violation or threatened violation of the obligations of confidentiality contained in the Agreement will cause

irreparable injury to the Licensor, entitling the Licensor to seek injunctive or other equitable relief in addition to any other remedies it may have

whether at law or otherwise.

6.5

The provisions of this Clause 6 shall remain in force notwithstanding expiry or earlier termination of the Agreement.

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PROTECTION OF INTELLECTUAL PROPERTY RIGHTS AND LIABILITY

7.1

The Intellectual Property Rights in and to the Application and Formulae shall remain vested in the Licensor.

7.2

The Licensor shall indemnify and hold the Customer harmless against all claims, liabilities, proceedings and reasonable expenses arising out

of any claim that the Customer’s use of the Application and/or Formulae in accordance with the terms of the Agreement infringes the rights of

any third party, PROVIDED THAT the Customer:

7.2.1

promptly notifies the Licensor in writing of any such claims, liabilities and/or proceedings;

7.2.2

shall not make any admission as to liability or agree to any settlement of or compromise any claim without the prior written

consent of the Licensor;

7.2.3

gives the Licensor sole control of the defence, litigation, proceedings and all related settlement negotiations; and

7.2.4

at the Licensor’s request and expense, give the Licensor all reasonable assistance in connection with such negotiations, defe nce,

litigations and/or proceedings.

7.3

All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the

Agreement.

7.4

Nothing in the Agreement seeks to exclude or limit the liability of either Party:

7.4.1

for death or personal injury caused by that P arty’s negligence; or

7.4.2

for fraud or fraudulent misrepresentation.

7.5

Subject to Clause 7.4, the Licensor shall not be liable however arising, whether in tort (including for negligence), breach of statutory duty,

contract, misrepresentation or otherwise arising out of or in connection with these terms of use, the Agreement, the Application and the

Formulae for:

7.5.1

any direct or indirect loss of or damage to:

(a)

profits; or

(b)

business; or

(c)

goodwill or similar losses; or

(d)

anticipated savings; or

(e)

goods; or

(f)

contract; or

(g)

use; or

(h)

data and/or information; or

7.5.2

any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses; or

7.5.3

any dissatisfaction in connection with the Application, the Formulae (or use thereof) and/or the use of the same under the

Agreement.

7.6

Subject to clause 7.4, t he Licensor’s total liability in contract, tort (including negligence ), breach of statutory duty, misrepresentation, restitution

or otherwise, however arising out of or in connection with the performance or contemplated performance of the Agreement, Application and/or

Formulae shall be limited to £1,000 (one thousand pounds).

7.7

Force Majeure:

7.7.1

Notwithstanding any other provision of the Agreement, the Licensor shall not be deemed to be in breach of these terms of use or

the Agreement, or otherwise be liable to the Customer, for any delay in performance or the non-performance of any of its

obligations under the Agreement, to the extent that the delay or non-performance is due to any Force Majeure.

7.8

The Customer acknowledges that the Licensor provides the Formulae, Intellectual Property Rights and/or Confidential Information to the

Customer for the Purpose on an ‘as is’ basis and the Licensor does not provide any warranty or guarantee in relation to the use of the

Formulae, Intellectual Property Rights and/or Confidential Information, or in connection with any results obtained from the use thereof.

TERMINATION

8.1

Either Party shall have the right to terminate the Agreement (and the Licensor may suspend access to the Application) at any time immediately

by notice in writing to the other in the event that:

8.1.1

the other Party commits a material breach of the terms of the Agreement and such breach is not remedied (if capable of remedy)

within thirty (30) days of notice of such material breach being served; or

8.1.2

an interim order is applied for or made, or a voluntary arrangement approved, or a petition for a bankruptcy order is presented or

a bankruptcy order is made against the other Party, or a receiver or trustee in bankruptcy is appointed of that other P arty’s estate

or a voluntary arrangement is proposed or approved or an administration order is made, or a receiver or administrative receiver is

appointed of any of that other P arty’s assets or undertaking, or a winding -up resolution or petition is passed or presented

(otherwise than for the purposes of solvent reconstruction or amalgamation) or any circumstances arise which entitle the court or

a creditor or the company or its directors to appoint a receiver, administrative receiver or administrator or to present a winding-up

petition or make a winding-up order, or other similar or equivalent action is taken against or by that other Party by reason of its

insolvency or in consequence of debt.

8.2

The Licensor shall be entitled to terminate the Agreement without liability to the Customer at any time with immediate effect by notifying the

Customer if the Licensor withdraws the Application or Formulae from use for any reason.

8.3

In the event of expiry or termination of the Agreement howsoever arising, and subject to any express provisions set out elsewhere in the

Agreement:

8.3.1

all rights and licences granted pursuant to the Agreement by the Licensor shall cease;

8.3.2

the Customer shall cease all and any use of the Application and Formulae and of any Intellectual Property Rights and/or

Confidential Information of the Licensor; and

8.3.3

the Customer shall cease to have access to the Application and the Licensor shall be entitled to disable such access to the

Application immediately upon termination of the Agreement for any reason.

8.4

The expiry or termination of the Agreement for any reason shall be without prejudice to the provisions of this Clause 8 and to any rights of

either Party which may have accrued by, at or up to the date of such termination.

ASSIGNMENT

Subject to any other term of the Agreement, the Customer shall not assign, transfer, sub-licence, charge or encumber the whole or any part of

the Agreement or its rights or obligations under it, without the prior written consent of the Licensor.

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SEVERANCE

In the event that any clause or any part of any clause in the Agreement is declared invalid or unenforceable, by the judgment or decree by

consent or otherwise of a court of competent jurisdiction from whose decision no appeal is or can be taken, all other provisions contained in the

Agreement shall remain in full force and effect and shall not be affected by such finding for the term of the Agreement.

NO WAIVER

No relaxation, forbearance, delay or indulgence by either Party in enforcing any term or condition of the Agreement, or the granting of time by

either Party to the other, shall prejudice, affect or restrict the rights and powers of that Party, nor shall any waiver by either Party of any breach

of the Agreement operate as a waiver of, or in relation to, any subsequent or continuing breach of it.

VARIATION

The terms of the Agreement may only be amended by a document in writing signed by a duly authorised officer of each Party.

FURTHER ASSURANCE

The Parties shall execute all further documents as may be necessary or desirable to give full effect to the terms of the Agreement and to

protect the rights of the Parties under it.

ENTIRE AGREEMENT

14.1

The Agreement and the documents referred to in it, constitute the entire agreement and understanding of the Parties and supersede any

previous agreement between the Parties relating to the subject matter of the Agreement.

14.2

Each of the Parties acknowledges and agrees that, in entering into the Agreement and the documents referred to in it, it does not rely on, and

shall have no remedy in respect of, any statement, representation, warranty or understanding (whether negligently or innocently made) of any

person (whether party to the Agreement or not) other than as expressly set out in the Agreement as a warranty or representation. The only

remedy available to it for breach of such warranties or representations shall be for breach of contract under the terms of the Agreement.

Nothing in this clause shall operate to limit or exclude any liability for fraud.

NOTICE

Any notice to be given under the Agreement shall be given by sending the same in a pre-paid first-class letter to the address of the relevant

Party set out in the Agreement, or to such other address as such Party may have notified to the other for such purposes. Any notice sent by

post shall be deemed (in the absence of evidence of earlier receipt) to have been delivered five (5) days after dispatch and, in proving the fact

of dispatch, it shall be sufficient to show that the envelope containing such notice was properly addressed, stamped and posted.

RIGHTS OF THIRD PARTIES

No term of the Agreement shall be enforceable under the Contracts (Rights of Third Parties) Act 1999 by a person who is not a party to it, but

this does not affect any right or remedy of a third party which exists or is available apart from under that Act.

GOVERNING LAW AND JURISDICTION

17.1

These terms of use and the terms of the Agreement and any disputes or claims arising out of or in connection with their subject matter

(including any non-contractual disputes or claims) are governed by and construed in accordance with the law of England.

17.2

The Parties irrevocably agree that the courts of England have exclusive jurisdiction to settle any such dispute or claim that arises out of or in

connection with these terms of use or the Agreement.

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SCHEDULE 1

The Customer shall be entitled to use the Formulae, Intellectual Property Rights in connection with that Formulae and/or Confidential

Information disclosed to the Customer by the Licensor under or in connection with the Agreement, in accordance with this Schedule 1 only.

The Formulae which provides data for engine expected life on wing, shop visit cost and maintenance reserve rate, all adjusted based on hour

to cycle ratio and various environmental and operational conditions, as more particularly described in this Schedule 1.

The Purpose for which the Customer shall be entitled to use the Formulae, Intellectual Property Rights and/or the Confidential Information of

the Licensor shall be for the calculation of the expected life on wing, shop visit cost and maintenance reserve rate, for internal business

purposes of the Customer only.

The Formulae is part of the Confidential Information disclosed to the Customer by the Licensor, which is included in the Intellectual Property

Rights licensed to the Customer by the Licensor for use in connection with the Purpose only, in accordance with the terms of the Agreement.

The output obtained from the use of the Formulae shall only be used for the Purpose. If the Customer wishes to use the Formulae, or any

output obtained from the use of the Formulae, for anything other than the Purpose, then the Customer must obtain further explicit prior written

consent from the Licensor in accordance with the terms of the Agreement.

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