CARGOIS TERMS OF USE

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Timothy McCormick
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1 CARGOIS TERMS OF USE Welcome to CargoIS, a service provided by the International Air Transport Association, an association incorporated by a Special Act of the Parliament of Canada, with its head office at 800 Place Victoria, Montreal, Quebec, Canada H4Z 1M1, (hereinafter referred to as IATA ). These Terms of Use govern your use (hereinafter referred to as Subscriber Company ) of ( CargoIS Website ), the following products and all related widgets, tools, applications, data, software provided by CargoIS : a) CargoIS Web tool; b) CargoIS Market Focus Plus (CargoMF Plus); c) CargoIS Standard Reports; d) CargoIS Top Report Service; and e) CargoIS Key Route Analyser. (hereafter collectively referred to as the Products ). CLAUSE 1 - MANDATE OF THE SUBSCRIBER COMPANY The Subscriber Company s employee, consultant or officer shall be regarded as agents of the Subscriber Company. The Subscriber Company will be entirely liable for any acts or omissions of its agent(s). CLAUSE 2 - TERMINATION OR RENEWAL OF SUBSCRIPTION The term of this Agreement (Term), and fees payable, shall be as set out in the Subscriber Company s subscription agreement. The Term will automatically be renewed for successive one year terms, unless either Party provides notice in writing that they do not wish to renew the Term. This notice must be provided not less than sixty (60) days prior to the expiry of the then current Term. IATA may terminate or suspend the Subscriber Company s access to any of the Products at any time without notice, and IATA s sole liability shall be to reimburse the Subscriber Company, on a pro rata basis, for any fees paid for access to the Products that are not delivered due to the termination.

2 CLAUSE 3 LIMITATIONS ON THE USE OF SERVICES IATA restricts the distribution and use of the Products and information made available through it. The Products are licensed to the Subscriber Company for its internal use only, and under no circumstances shall the Supplier Company publish, sell, transfer, redistribute, sublicense, let or hire or otherwise provide or disclose the Products or any information or data contained in the Products or any part thereof, directly or indirectly, to any third party CLAUSE 4 INTELLECTUAL PROPERTY RIGHTS The Products are the property of IATA and all rights, titles and interests in and to the Product, including, without limitation, all intellectual property rights and any accompanying written or printed materials, are owned by IATA. Nothing contained in these Terms of Use shall prevent IATA from using the Product, or any portion thereof, in any form or manner, or from making the Product, or any portion thereof, available to any other entity or person at any time and for any purpose. CLAUSE 5 - BREACH OF TERMS OF USE In addition to any other rights and remedies available to IATA at law, IATA may terminate the Subscriber Company s access to the Products without notice in the event that the Subscriber Company materially breaches any of these Terms of Use. The Subscriber Company acknowledges and agrees that monetary damages shall be an inadequate remedy in the event of a breach by itself, its employees, of these Terms of Use and will entitle IATA to obtain injunctive relief and other remedies otherwise available at law, in equity or by Statute in the event of such a breach or intended or threatened breach. CLAUSE 6 LIMITED WARRANTY AND LIABILITY 5.1 THE PRODUCTS ARE PROVIDED ON AN AS IS, WHERE IS BASIS. IATA DOES NOT REPRESENT OR WARRANT THAT THE INFORMATION CONTAINED IN THE PRODUCTS ARE COMPLETE OR FREE FROM ERRORS, AND DOES NOT ASSUME, AND EXPRESSLY DISCLAIM, ANY LIABILITY TO ANY PERSON(S) OR ENTITIES INCLUDING WITHOUT LIMITATION, THE SUBSCRIBER COMPANY, FOR ANY LOSS OR DAMAGE CAUSED BY ERRORS OR OMISSIONS IN THE PRODUCTS OR DELAY OR INTERRUPTION IN THE PROVISION OF THE PRODUCT.

3 5.2 IATA DISCLAIMS ALL WARRANTIES, BOTH EXPRESS AND IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, CONDITION, QUALITY, PERFORMANCE AND ANY WARRANTY AGAINST INFRINGEMENT. IN NO EVENT SHALL IATA BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, ANY OTHER PECUNIARY LOSS, OR ANY INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, THIRD PARTY OR CONSEQUENTIAL DAMAGES) ARISING OUT OF THE USE OR INABILITY TO USE THE PRODUCT, EVEN IF IATA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WITHOUT LIMITING THE FOREGOING, IN THE EVENT OF ANY DEFECT IN THE PRODUCTS OR OTHER BREACH OF The AGREEMENT BY IATA OR OTHER CLAIMS BROUGHT BY THE SUBSCRIBER COMPANY (WHETHER IN NEGLIGENCE OR OTHERWISE), IATA S ENTIRE LIABILITY SHALL NOT EXCEED TEN PERCENT (10%) OF THE SUBSCRIPTION FEES PAID BY THE SUBSCRIBER COMPANY FOR USE OF THE PRODUCT. CLAUSE 7 - GOVERNING LAW AND JURISDICTION These Terms of Use shall be governed by and interpreted in accordance with the laws of the Province of Quebec (Canada) and the applicable laws of Canada, and the parties agree that the settlement of any dispute arising from these license terms and conditions shall be governed by the Rules of Arbitration of the International Chamber Commerce (the Rules ) in effect on the date of notification of arbitration hereunder submitted in accordance with the Rules. The arbitration shall take place in Montreal (Quebec, Canada) and the language for the proceedings shall be English by one (1) arbitrator, who is appointed in accordance with the Rules. The arbitration award may be enforced by action before any court of competent jurisdiction. CLAUSE 8 - UPDATES IATA reserves the right to update these Terms of Use at any time without notice to the Subscriber Company, its affiliates, its officer, employees or consultants. Once updated, IATA shall endeavor to display such updates on the CargoIS Website at the earliest possible time. The "Terms of Use" displayed in the CargoIS Website at any time will be the ones that govern the use of the Products. The Subscriber Company continued use of the CargoIS Website or the Products following changes to the Terms of Use constitutes the Company s acceptance of the amended terms.

4 CLAUSE 9 - PASSWORD AND SECURITY The Subscriber Company, its officers, employees, consultants and affiliates shall take all reasonable measures to keep their password(s) and any confidential login information and must not disclose them or share them with anyone. If it comes to the knowledge of the Subscriber Company or its officers, employees, consultants whether factually or through suspicion that an unauthorized person has knowledge of the password or (if applicable) any confidential login information then IATA should be notified without delay through the following address: cargo-is@iata.org. CLAUSE 10 ADDITIONAL TERMS 11.1 IATA reserves the right to display the Subscriber Company s logo on CargoIS Website containing (at the discretion of IATA) a hyperlink to the Company s website. The Company s logo may also contain the Company brand and/or trade names, list of locations, telephone numbers, Internet address, and value-neutral description of the Company s product line or services Upon IATA s request, the Subscriber Company shall submit its logo image in electronic form in either GIF or JPEG format together with other relevant information to the applicable IATA official, through the specified channels and at the same time observing the underscored time schedules. IATA reserves the right to compress the image and to resize it to fit on the CargoIS Website. The Company shall be given the opportunity to approve any image changes to its logo (other than size and font adjustments) made by IATA prior to website publication The CargoIS Website may contain links to other external websites or information which are beyond the control of IATA. IATA, its officers, consultants and employees and associated establishments are NOT responsible for the content on any website outside that of the CargoIS Website The Products are delivered in accordance with IATA data release policies, which may be updated by IATA from time to time. Where one or more data fields in the data reports do not conform to the rules set out in the policies, that field will be masked by IATA. In the event of a change to the policies that affects the reports in the Products, IATA will notify the Subscriber Company in writing, who will have sixty days to terminate their subscription by written notice to IATA should it object to the new product release content. If the Subscriber Company terminates the agreement pursuant to this clause,

5 IATA s sole liability will be to reimburse the Subscriber Company, on a pro rata basis, for any fees paid for access to the Products that are not delivered due to the termination. CLAUSE 11 - ACCEPTANCE OF TERMS OF USE These Terms of Use, together with the CargoIS Privacy Policy constitute a legally binding agreement between the Subscriber Company and IATA in relation to the use of the CargoIS Website and the Products. THEREFORE BY: (A) SELECTING I AGREE TO THESE TERMS OF USE; (B) REGISTERING AN ACCOUNT; or (C) USING OR ACCESSING THE PRODUCTS IN ANY WAY, YOU AGREE TO BE BOUND BY THE ABOVE TERMS OF USE AND ALL TERMS AND CONDITIONS CONTAINED OR REFERENCED THEREIN OR ANY ADDITIONAL TERMS AND CONDITIONS SET FORTH ON THIS WEBSITE. IF YOU DO NOT AGREE TO ALL OF THESE TERMS, YOU SHOULD NOT USE THIS WEBSITE.

SOFTWARE LICENSE AGREEMENT

USE OF SUBMITTAL EXCHANGE ON THIS PROJECT IS GOVERNED BY THE SOFTWARE LICENSE AGREEMENT. IF SUBSCRIBER DOES NOT AGREE TO ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, DO NOT USE THE SERVICE. BY USING