Cirium Services Agreement - Terms and Conditions

You the Customer (the entity or person listed in the sign up form) acknowledge and agree to be bound by the terms and conditions of this Cirium Services Agreement (this "Agreement") between Customer (also called "you" and "your") and Cirium, Inc. ("Cirium"). If for any reason you do not agree to be bound by each and every term of this Agreement, you should exit the license process.

LICENSE RIGHTS

Cirium grants you a non-exclusive, nontransferable and terminable license to use the Cirium APIs (the "Cirium Services") and the information provided therein (the "Cirium Data"), upon your acceptance of this Agreement. Individuals working as employees or contractors hired by Customer are called "Customer Users" in this Agreement.

You may:

  • Allow the Cirium Services to be used by any number of simultaneous licensed Customer Users, using the same Company account, but solely for the benefit and purposes of Customer.
  • Integrate the Cirium Data into your applications, for presentation to third-party users.

You may not:

  • Redistribute data received from any single query to multiple devices.
  • Cache data received via the Cirium Services for a period longer than three (3) days.
  • Lend, rent, sell or grant sublicenses, leases or other rights to access the Cirium Services.
  • Sell, sublicense, or otherwise transfer any part of the Cirium Data received through the Cirium Services to third parties, except as permitted above.
  • Use the real-time flight data in conjunction with or as a backfill to data sourced from any other real-time flight data provider, without the written permission of Cirium.
  • Reverse engineer, disassemble, or decompile the Cirium Services, any password or security device used with the Cirium Services, or make any attempt to discover the source code or scripts used to provide the Cirium Services.
  • Modify the Cirium Services or the Cirium Data or any security devices without the written permission of Cirium.
  • Remove any Cirium or third party names, trademarks, copyright notices or other proprietary rights notices.
  • Use the Cirium Services or the Cirium Data in any way that may infringe any copyright or proprietary interests of Cirium or Cirium' third-party data providers, or any other third parties.
  • Use the Cirium Services or the Cirium Data (including historical data) for any passenger rights claims actions, for example actions pursuant to EU Regulation 261/2004.

All costs associated with Customer's accessing and supporting the Cirium Services shall be the sole responsibility of Customer. Customer will establish and enforce reasonable procedures to ensure that Customer can control and account for access to and use of the Cirium Services by Customer Users. Cirium may collect, retain, and use data and information regarding Customer and Customer Users who use the Service. Cirium may only use and disclose any personally identifiable information about Customer Users for Cirium' own internal purposes.

SERVICE LEVEL AGREEMENT

Availability. The Cirium Services will be available at least 99% of the time each month. The following will not be counted as an availability outage: an outage that continues for an hour or less that Cirium fails to identify and which Customer fails to report to Cirium within three business days, or an outage resulting from maintenance by Cirium for which Customer receives an advance notice. Cirium shall maintain the ability to perform software updates and system maintenance without taking the system offline, through the use of redundant hardware.

Monitoring and Support. The Cirium infrastructure shall be monitored 24x7 via a variety of automated mechanisms that continually check the health of the overall system and subsystems.

MARKETING

Marketing. Neither party shall make any public statement, press release, or other announcement relating the existence of this Agreement without the prior written approval of the other party.

Cirium Branding. If Customer publishes Cirium Data via a public Web site, Customer shall carry a "Powered by Cirium" or similar logo on Cirium-related Web site pages. The Cirium logo will include a link to a site designated by Cirium.

OWNERSHIP AND USE OF SERVICES AND DATA

Ownership and Use of Cirium Services. Customer acknowledges the Cirium Services and documentation are owned by and shall remain the exclusive property of Cirium. No rights in the Cirium Services and documentation are granted or conveyed by Cirium other than the limited right to use them as set forth in this Agreement.

Ownership and Use of Cirium Data. Customer acknowledges that all Cirium Data provided or available to Customer or Customer Users through the Cirium Services is owned either by Cirium or by Cirium' third-party data providers and that neither Customer nor Customer Users shall acquire any ownership or interest whatsoever in such data.

CONFIDENTIALITY

Confidential Information. The parties acknowledge that, in the course of their dealings hereunder, each may acquire Confidential Information about the other. For the purposes of this Agreement, "Confidential Information" means any information in tangible form marked as such at the time presented to the other party, excluding information in the public domain or developed independently by the receiving party hereunder.

Nondisclosure and Nonuse. Each party agrees (i) that it will not disclose to any third party or use any Confidential Information disclosed to it by the other except as expressly permitted in this Agreement and (ii) that it will take all reasonable measures to maintain the confidentiality of all Confidential Information of the other party in its possession or control, which will in no event be less than the measures it uses to maintain the confidentiality of its own information of similar importance.

Permitted Disclosures. Notwithstanding the foregoing, each party may disclose Confidential Information (i) to the extent required by a court of competent jurisdiction or other governmental authority or otherwise as required by law or (ii) on a "need-to-know" basis under an obligation of confidentiality to its legal counsel, accountants, banks, and other financing sources and their advisors.

DISCLAIMER, LIMITATION OF WARRANTIES AND LIABILITY

Warranties. Each party warrants that (a) it has the full power and authority to enter into this Agreement and to perform the obligations contained in this Agreement, and (b) its entry into, and performance under this Agreement, will not violate any law, statue or regulation or result in a breach of any material agreement or understanding to which it is bound.

No Performance Warranties. The Cirium Data available through the Cirium Services has been compiled from various sources, and Cirium disclaims all responsibility for checking and verifying that the Cirium Data is 100% accurate. Consequently, Cirium provides no performance warranties to Customer or to Customer Users, AND IN THE ABSENCE OF SUCH WARRANTIES Cirium SPECIFICALLY PROVIDES THE Cirium SERVICES AND Cirium DATA ON AN "AS IS" BASIS.

General Disclaimer. Cirium DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, QUALITY, AND FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT, AND ALL IMPLIED WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. Cirium ASSUMES NO RESPONSIBILITY AND ACCEPTS NO LIABILITY FOR ANY FAILURE IN TELECOMMUNICATION LINES OR ELECTRIC POWER SOURCES CONNECTING CUSTOMER OR CUSTOMER USERS TO THE Cirium SERVICES. Cirium DOES NOT WARRANT THAT ACCESS TO, OR OPERATION OF, THE Cirium SERVICES OR THE Cirium DATA WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT ANY ERRORS WILL BE CORRECTED.

Limitation of Liability. IN NO EVENT SHALL Cirium, OR ITS OFFICERS, DIRECTORS, OR EMPLOYEES, BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, OR THE LIKE), WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF WARRANTY, OR OTHERWISE, EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED ITS ESSENTIAL PURPOSE. THE AGGREGATE LIABILITY OF Cirium FOR ALL DAMAGES, INJURIES, AND LIABILITY INCURRED BY CUSTOMER, ANY CUSTOMER USER, AND ALL OTHER PARTIES IN CONNECTION WITH THIS AGREEMENT SHALL BE LIMITED TO AN AMOUNT NOT TO EXCEED US$1,000.

Exclusive Remedy. In the event the Cirium Services do not operate as represented on the Cirium Developer Center, Cirium will make commercially reasonable efforts to correct the problem upon receiving notice of it. If Cirium cannot reasonably remedy the problem, then Customer will be notified and may terminate this Agreement in accordance with the termination provisions below. This remedy is the sole remedy available to Customer.

INDEMNITY

Cirium Indemnity of Customer. Cirium shall indemnify and defend Customer and its officers, directors, agents, and employees against any action, judgment, liability, loss, cost, or damage (including attorneys' fees) resulting from third-party claims arising exclusively from Cirium' unauthorized use or release of the Cirium Data.

Customer Indemnity of Cirium. Customer shall indemnify, defend, and hold Cirium and its officers, directors, agents, and employees harmless against any action, judgment, liability, loss, cost, or damage (including attorneys' fees) resulting from third-party claims arising exclusively from any violation by Customer or a Customer User of the restrictions set forth herein on use of the Cirium Services or Cirium Data contained therein.

TERM AND TERMINATION

Term. The term of this Agreement shall commence on the date on which you complete the account sign-up process and complete a transaction to purchase a Cirium Services plan. This Agreement shall remain in effect until such time that your Cirium Services plan is terminated.

Customer's Termination Rights. Customer may terminate this Agreement for breach following Cirium' receipt of written notice of a breach, provided such breach has not been cured. In the event of such termination, or if Cirium has voluntarily terminated the Agreement, Customer shall be entitled to a pro rata return of amounts paid. This refund is the sole monetary remedy available to Customer as a result of any alleged service failure or Cirium termination. In all other cases, Customer shall not be entitled to a refund of any amounts paid, regardless of level of Cirium Services usage.

Cirium' Termination Rights. Cirium may terminate or suspend performance of this Agreement immediately, for any reason, with or without notice to Customer. Cirium reserves the right to terminate or suspend Customer's use in whole or in part if, in Cirium' sole judgment, use of the Cirium Services by Customer or Customer Users (i) presents a material security risk or will interfere materially with the proper continued operation of the Cirium Services or Cirium Data or related services; (ii) jeopardizes Cirium' relationships with its third-party data providers, or any other third party; (iii) violates applicable laws or governmental regulations, including without limitation consumer protection, securities regulation, child pornography, obscenity, data privacy, data transfer and telecommunications laws; (iv) violates or infringes any intellectual property right of Cirium or a third party; (v) violates export control regulations of the United States or other applicable countries; (vi) otherwise violates this Agreement or any published Terms of Use Policy of Cirium; or (vii) is subject to an order from a court or governmental entity stating that such use generally or for certain activities must stop. Upon any termination or expiration of this Agreement for any reason, Cirium shall cease to provide and Customer shall cease to access the Cirium Data and the Cirium Services.

MISCELLANEOUS

Entire Agreement; Severance. This Agreement is the complete and exclusive agreement between the parties with respect to the subject matter hereof, superseding any prior agreements and communications (both written and oral) regarding such subject matter. Each separate provision or term herein shall be treated as a separate and independent "clause," and the unenforceability of any one clause shall in no way impair the enforceability of any of the other clauses herein. The parties agree that should a court determine that any clause hereof is unenforceable, then the court may strike only that clause and interpret the Agreement without such unenforceable clause in order to give effect, to the fullest extent permissible, to the intentions of the parties manifested in such unenforceable clause.

Modifications; Waiver and Amendments. This Agreement may only be modified, or any rights under it waived, by a written document executed by both parties. No waiver of any breach or default shall constitute a waiver of any other or subsequent breach or default. Notwithstanding the foregoing terms, Cirium may alter, modify or substitute Company IDs, passwords, or any other device or method used for controlling access to the Cirium Services and the Cirium Data, at any time, without the consent of Customer or Customer Users, by giving reasonable notice to Customer of such change.

Assignment. Neither party may assign this Agreement, in whole or in part, without the other party's written consent (which shall not be unreasonably withheld), except that no such consent will be required in connection with the assignment to a legal successor in interest that assumes all obligations hereunder as part of (i) a merger, reorganization, or sale of all, or substantially all, of such party's assets or (ii) either party's assignment or delegation of its rights and responsibilities hereunder to a wholly owned subsidiary or joint venture in which the assigning party holds an interest. The assigning party in any authorized assignment without consent shall be required to provide reasonable notice to the other party, and in all events not less than five (5) business days' notice. Any attempt to assign this Agreement other than as permitted above will be null and void.

Governing Law. The validity, construction, and performance of this Agreement shall be governed by the laws of the state of Oregon, without reference to conflict of laws principles.

Notices. Any notice under this Agreement will be in writing and delivered by a message accessible in the Customer’s account in the Cirium Developer Center, by personal delivery, express courier, confirmed facsimile, confirmed email, or certified or registered mail, return receipt requested, and will be deemed given upon personal delivery, one (1) day after deposit with express courier, upon confirmation of receipt of facsimile or email, or five (5) days after deposit in the mail. Notices will be sent to a party at its contact address set forth in this Agreement or such other address as that party may specify in writing pursuant to this Section.

Independent Contractors; No Agency. The parties are independent contractors and will have no power or authority to assume or create any obligation or responsibility on behalf of each other. Notwithstanding any public references to a "partnership", this Agreement does not, and shall not be construed, to create or imply any partnership, agency, or joint venture.

Force Majeure. Any delay in or failure of performance by either party under this Agreement will not be considered a breach of this Agreement and will be excused to the extent caused by any occurrence beyond the reasonable control of such party, including, but not limited to, acts of God, power outages, telecommunication system failures, and governmental restrictions.

No Third-Party Beneficiaries. The provisions of this Agreement are intended solely for the benefit of Customer and shall create no rights or obligations enforceable by any other party unless such beneficiaries are expressly set forth in an amendment hereto.

I, A CUSTOMER USER AUTHORIZED TO LEGALLY BIND CUSTOMER TO THIS Cirium SERVICES AGREEMENT, ACKNOWLEDGE THAT I HAVE READ THE FOREGOING TERMS OF THIS AGREEMENT AND I INDICATE THE INTENTION OF CUSTOMER TO BE LEGALLY BOUND BY THIS AGREEMENT.