RLM SOFTWARE, INC. FLIGHTVIEW™ ONDEMAND SOFTWARE LICENSE AND SERVICE AGREEMENT ("AGREEMENT")
THIS AGREEMENT SETS FORTH THE TERMS AND CONDITIONS ON WHICH RLM SOFTWARE, INC. IS MAKING AVAILABLE TO
THE LICENSEE (HEREINAFTER REFERRED TO AS THE "LICENSEE" OR IN THE SECOND PERSON) THE FLIGHTVIEW
ONDEMAND SOFTWARE (THE "SOFTWARE") AND CERTAIN FLIGHT TRACKING DATA IN XML FORMAT (THE
"FLIGHTVIEW® DATA"). THE FLIGHTVIEW DATA IS MADE AVAILABLE TO LICENSEES OF THE SOFTWARE
OVER THE RLM WEB SITE. THE FLIGHTVIEW SOFTWARE IS MADE AVAILABLE OVER THE RLM WEB SITE EITHER DIRECTLY
OR VIA 3RD PARTY VENDORS APPLICATION (APPLICATION) SELECTED AND APPROVED BY RLM.
BY ACCEPTING THIS AGREEMENT AND/OR DOWNLOADING OR INSTALLING THIS SOFTWARE, YOU ACCEPT AND AGREE TO
THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS
AGREEMENT, DO NOT ACCEPT THE TERMS OF THIS AGREEMENT AND DO NOT DOWNLOAD OR INSTALL THE SOFTWARE.
Term. The term of this license is from the date of account creation and terminates upon
expiration of Signup Credits or elapse of Signup Days. After such date, your right to use the Software
and access and use and FlightView Data automatically terminates.
Scope. RLM Software, Inc. ("RLM") grants you a non-exclusive, non-transferable
license: (i) to access the Software on a via a web browser or Application by a computer (the "Host
Computer"); (ii) to signup for credits (Signup Credits) to be used during a specified number of days
(Signup Days); and (iii) to use the Software to download and display the FlightView Data available from
over the RLM web site (the "Web Site") on the Host Computer using and in the format provided for
by the Software only; all for your personal, non-commercial use only. No license is granted hereunder
for the retransmission of any FlightView Data.
3. DELIVERY OF FLIGHTVIEW DATA
The FlightView Data will be made available over the RLM Web Site and shall be delivered to the Host
Computer for processing by the Software or Application. The delivery of the data requires the Host
Computer to link to the Web Site. You are solely responsible for establishing and maintaining the
connectivity necessary to link to the Web Site and the recommended browser specifications (Internet
Explorer 5.0 or later) for the Host Computer. The speed with which you are able to download the
FlightView Data will depend on the speed of your Internet connection. In no event is RLM responsible
for any failure of the Host Computer to be able to link to the RLM web site or for any internet
connectivity problems beyond its direct control or which would require more than reasonable commercial
diligence to avoid.
You may not do or permit any other party to do any of the following (in each case references to the Software are also to refer to any portion thereof):
Use the Software or FlightView Data other than as specifically permitted in this Agreement;
Modify or create a derivative work of the Software or modify or create any derivative work the
FlightView Data or display the FlightView Data other than as displayed by the Software in unmodified
Provide services using the Software or FlightView Data to any third party on a commercial basis
including, without limitation, operating the Software or Data as a service bureau or ASP or using the
Software or FlightView Data to provide services or demonstrations to third parties in exchange for any
consideration or as part of any marketing effort;
Use the Software or FlightView Data for air traffic control purposes or in violation of FAA
Sublicense, sell, rent, lease, donate or otherwise transfer the Software or FlightView Data;
Permit simultaneous use of the Software or FlightView Data by more than one user over a computer
network or otherwise, or use or provide access to the Software or FlightView Data over a computer
network or in a networked environment;
Reverse engineer, decompile, or disassemble the Software or otherwise derive the source code of the
Make copies of the Software or FlightView Data other than one copy of the Software for archival
purposes, and you may not use the back-up copy other than as a replacement for the original copy. You
must include on any back-up copy all copyright and other notices included on the Software;
Use the FlightView Data in violation of the terms and conditions for indirect subscribers set forth
in the Federal Aviation Administration's Memorandum of Agreement For Industry Access to Aircraft
Situation Display and National Airspace System Status Information Data dated August 9th, 2002, which
terms and conditions are incorporated herein by reference; or
Export, re-export or use the Software or FlightView Data or any copy thereof in violation of the
export control laws of the United States of America and other countries.
5. OWNERSHIP AND COPYRIGHT OF INTELLECTUAL PROPERTY
Title and copyright to the Software and FlightView Data (including, without limitation, any databases,
libraries, images, "applets", photographs, animations, video, audio or music and text incorporated
therein), and all trademarks appearing thereon or therewith, and all trade secrets, patents, copyrights,
know how, methodologies, concepts, techniques, designs, inventions, procedures, methods of data capture,
array or display, and/or works of authorship used therein, remains with RLM and/or its licensors. The
Software is copyrighted and is protected by United States copyright laws and international treaty
provisions. You may not remove the copyright and other proprietary rights notices from the Software.
"FlightView" is a registered trademark of RLM Software, Inc. The names or other RLM products and any
logos appearing on the Software or in the FlightView Data or referenced herein are trademarks or
registered trademarks of RLM. You may not use any trademarks of RLM without permission. All rights not
expressly granted are reserved to RLM.
6. LIMITED WARRANTY FOR SOFTWARE
RLM warrants that the Software will perform substantially as described on the Web Site for the
period of ninety (90) days from the date of signup (the "Limited Warranty").
If an implied warranty or condition is created by your state/jurisdiction and federal or
state/provincial law prohibits disclaimer of it, you also have an implied warranty or condition, BUT
ONLY AS TO DEFECTS DISCOVERED DURING THE PERIOD OF THIS LIMITED WARRANTY (NINETY DAYS). AS TO ANY
DEFECTS DISCOVERED AFTER THE NINETY (90) DAY PERIOD, THERE IS NO WARRANTY OR CONDITION OF ANY KIND.
Some states/jurisdictions do not allow limitations on how long an implied warranty or condition lasts,
so the above limitation may not apply to you.
Any supplements or updates to the Software, including without limitation, any (if any) service packs
or hot fixes provided to you after the expiration of the ninety (90) day Limited Warranty period are
not covered by any warranty or condition, express, implied or statutory.
LIMITATION ON REMEDIES; NO CONSEQUENTIAL OR OTHER DAMAGES. Your exclusive remedy for any
breach of this Limited Warranty is as set forth below. Except for any refund elected by RLM, YOU ARE
NOT ENTITLED TO ANY DAMAGES, INCLUDING BUT NOT LIMITED TO CONSEQUENTIAL DAMAGES, if the Software does
not meet RLM's Limited Warranty, and, to the maximum extent allowed by applicable law, even if any
remedy fails of its essential purpose. The terms of Section 8 below ("Exclusion of Incidental,
Consequential and Certain Other Damages") are also incorporated into this Limited Warranty. Some
states/jurisdictions do not allow the exclusion or limitation of incidental or consequential damages,
so the above limitation or exclusion may not apply to you. This Limited Warranty gives you specific
legal rights. You may have others which vary from state/jurisdiction to state/jurisdiction.
YOUR EXCLUSIVE REMEDY. RLM's and its suppliers' entire liability and your exclusive remedy
shall be, at RLM's option from time to time exercised subject to applicable law, return of the price
paid (if any) for the Software. This Limited Warranty is void if failure of the Software has resulted
from accident, abuse, misapplication, abnormal use or a virus. Any replacement Software will be
warranted for the remainder of the original warranty period or thirty (30) days, whichever is longer.
Outside the United States or Canada, neither these remedies are available without proof of purchase
from an authorized international source. To exercise your remedy, contact: RLM.
7. DISCLAIMER OF WARRANTIES
NO ADDITIONAL WARRANTY ON SOFTWARE; NO WARRANTIES ON FLIGHTVIEW DATA. THE LIMITED WARRANTY
THAT APPEARS ABOVE IS THE ONLY EXPRESS WARRANTY MADE TO YOU AND IS PROVIDED IN LIEU OF ANY OTHER
EXPRESS WARRANTIES (IF ANY) CREATED BY ANY DOCUMENTATION, PACKAGING OR BY ANY MATERIAL ON THE WEB
SITE WITH RESPECT TO THE SOFTWARE. AS INDICATED BELOW, THERE ARE NO WARRANTIES ON THE FLIGHTVIEW DATA.
DISCLAIMER OF WARRANTIES. EXCEPT FOR THE LIMITED WARRANTY AND TO THE MAXIMUM EXTENT PERMITTED
BY APPLICABLE LAW, RLM AND ITS LICENSORS PROVIDE THE SOFTWARE AND THE FLIGHTVIEW DATA "AS IS" AND WITH
ALL FAULTS, AND HEREBY DISCLAIM ALL OTHER WARRANTIES AND CONDITIONS, EITHER EXPRESS, IMPLIED OR
STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY (IF ANY) IMPLIED WARRANTIES, DUTIES OR CONDITIONS OF
MERCHANTABILITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY OR COMPLETENESS OR RESPONSES, OF
RESULTS, OF WORKMANLIKE EFFORT, OF LACK OF VIRUSES AND OF LACK OF NEGLIGENCE, ALL WITH REGARD TO THE
SOFTWARE AND THE FLIGHTVIEW DATA. ALSO, THERE IS NO WARRANTY OR CONDITION OF TITLE, QUIET ENJOYMENT,
QUIET POSSESSION, CORRESPONDENCE TO DESCRIPTION OR NON-INFRINGEMENT WITH REGARD TO THE SOFTWARE OR
THE FLIGHTVIEW DATA. IN CERTAIN CASES, THE SOFTWARE AND THE FLIGHTVIEW DATA MAY CONTAIN INACCURACIES,
TOPOGRAPHICAL ERRORS AND OUT-OF-DATE INFORMATION.
8. EXCLUSION OF INCIDENTAL, CONSEQUENTIAL AND CERTAIN OTHER DAMAGES
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL RLM, ITS OFFICERS, DIRECTORS,
EMPLOYEES, AGENTS, OR ITS LICENSORS, BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL
DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS OR CONFIDENTIAL OR
OTHER INFORMATION, FOR BUSINESS INTERRUPTION, FOR PERSONAL INJURY, FOR LOSS OF PRIVACY, FOR FAILURE TO
MEET ANY DUTY INCLUDING OF GOOD FAITH OR OF REASONABLE CARE, FOR NEGLIGENCE, AND FOR ANY OTHER
PECUNIARY OR OTHER LOSS WHATSOEVER) ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF OR INABILITY TO
USE THE SOFTWARE OR FLIGHTVIEW DATA, THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES, OR
OTHERWISE UNDER OR IN CONNECTION WITH ANY PROVISION OF THIS AGREEMENT, EVEN IN THE EVENT OF THE FAULT,
TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, BREACH OF CONTRACT OR BREACH OF WARRANTY OF RLM OR ANY
SUPPLIER, AND EVEN IF RLM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
9. LIMITATION OF LIABILITY AND REMEDIES
NOTWITHSTANDING ANY DAMAGES THAT YOU MIGHT INCUR FOR ANY REASON WHATSOEVER (INCLUDING, WITHOUT
LIMITATION, ALL DAMAGES REFERENCED ABOVE AND ALL DIRECT OR GENERAL DAMAGES), THE ENTIRE LIABILITY OF
RLM AND ITS LICENSORS UNDER ANY PROVISION OF THIS AGREEMENT AND YOUR EXCLUSIVE REMEDY FOR ALL OF THE
FOREGOING (EXCEPT FOR ANY REMEDY OF REPAIR OR REPLACEMENT ELECTED BY RLM WITH RESPECT TO ANY BREACH
OF THE LIMITED WARRANTY) SHALL BE LIMITED TO THE GREATER OF THE AMOUNT ACTUALLY PAID BY YOU FOR THE
SOFTWARE OR U.S. $10.00. THE FOREGOING LIMITATIONS, EXCLUSIONS AND DISCLAIMERS (INCLUDING SECTIONS 6,
7, AND 8 ABOVE) SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY
FAILS ITS ESSENTIAL PURPOSE.
10. INDEMNITY OF RLM
You agree to indemnify RLM and its affiliates against any loss, liability or expense (including
reasonable legal fees) it incurs arising out of or in connection with any breach or violation of the
terms of this Agreement by you or your use of the Software or the FlightView Data.
This Agreement terminates upon expiration of Signup Credits or Signup Days. This Agreement and the
license granted herein automatically terminates upon any violation of any of the provisions of this
Agreement. Upon any termination of this Agreement, your right to use the Software and use or receive
any FlightView Data shall terminate without reimbursement and you shall be obligated, within thirty
(30) days of receiving a notice of termination of this license from RLM, destroy all copies of the
Software in your possession. Sections 4, 5, 6, 7, 8, 9, 10, 11, 12, 14, 15, 16, 17, 18 and 19 shall
You agree to that the source code for the Software and algorithms, procedures, concepts, techniques,
inventions, methodologies used by the Software, are or contain the confidential and proprietary
information and trade secrets of RLM (the "Confidential Information") and that RLM is providing the
Software in object code format only, to you in confidence. You agree (i) to preserve in strictest
confidence all Confidential Information and (ii) not to disclose the Confidential Information to any
third party. Confidential Information shall not include any information which: (a) you possess prior
to the receipt hereof without obligation of confidentiality; (b) you rightfully receive from a third
party without any obligation of confidentiality to such third party, and which such third party
received without any obligation of confidentiality, direct or indirect, to RLM; or (c) is or becomes
publicly available without breach of any obligation to RLM by you. You may disclose Confidential
Information if such disclosure is required under the terms of any statute, regulation, order, subpoena
or document discovery request, provided that prior written notice of such disclosure is furnished to
RLM as soon as practicable in order to afford RLM an opportunity to seek a protective order or
otherwise contest or restrict such required disclosure. The parties agree to cooperate fully to limit
disclosure in the event of any apparent legal requirement that Confidential Information be disclosed.
Except as otherwise permitted by law, you may not transfer this License Agreement or the Software
without the prior written permission of RLM. Any change in the Host Computer must be communicated to
RLM before any FlightView Data can be downloaded by or to such alternative computer.
RLM will provide technical support via email only and will respond during the next business day (Monday
through Friday) during normal working hours (9:00 AM - 5:00 PM EST). RLM does not provide maintenance
in connection with license or use of the Software.
15. US GOVERNMENT RESTRICTED RIGHTS
The Software is commercial software and is provided with RESTRICTED RIGHTS. The Software may only be
sold to an agency or instrumentality of the United States Government under prime contracts that
incorporate restrictions on government use, reproduction, or disclosure stated in either § 8 of GSA
SOFTWARE LICENSE (SPECIAL ITEM NUMBERS 132-32, 132-33, or 132-34) or FAR 52.227-14 Alt. III, or, for
sales to the Department of Defense, contracts that accept the standard commercial software license
terms stated elsewhere in this license, per DFARS 227.7202-3(a); any other attempted sale is null and
void. Use, reproduction, or disclosure of the Software by the government or its agents or contractors
is subject to the restrictions set forth herein and/or therein, as applicable. Contractor and
manufacturer are RLM, Inc., 214 Lincoln Street Suite 213, Boston, MA 02134-1346. Use of the Software
by the Government constitutes acknowledgment of RLM's proprietary rights in them.
16. OTHER AGREEMENT
This Agreement constitutes the entire agreement between you and RLM and supercedes all representations,
understandings and other agreements between the parties with respect to the subject matter described
Neither this Agreement nor any part or portion thereof may be assigned, sublicensed or otherwise
transferred by you to any third party other than as explicitly permitted above. Failure of a party to
enforce any provision of this Agreement does not constitute and should not be construed as a waiver of
such provision or the right to enforce such provision. Subject to the immediately preceding paragraph,
this Agreement represents the complete agreement concerning this license and may be amended only by a
writing executed by both parties. If any provision of this Agreement is held to be unenforceable, such
provision shall be reformed only to the extent necessary to make it enforceable.
18. GOVERNING LAW
This Agreement is governed by the laws of the Commonwealth of Massachusetts, without giving effect to
conflict of laws provisions thereof. Any action or proceeding brought by either party against the other
arising out of or related to this Agreement shall be brought only in a Massachusetts state court or
federal district court for the District of Massachusetts, and each or RLM and you hereby consents to
the personal jurisdiction of such courts. The application of the United Nations Convention on Contracts
for the International Sale of Goods is expressly excluded.
19. USE OF SOFTWARE NOT AUTHORIZED
Use of the Software and the FlightView Data is not permitted under this Agreement in any jurisdiction
that does not give effect to all of the terms and conditions hereof including, without limitation,
Section 18. Should you have any questions concerning this Agreement, for information about obtaining
RLM's permission to use the Software or the FlightView Data on your Company's web site or in a
networked environment, or if you wish to contact RLM for any reason, please use the following contact
RLM Software, Inc., 214 Lincoln Street Suite 213, Boston, MA 02134-1346
Copyright © 2006 RLM Software, Inc. All rights reserved.