Connected Panel End User License Agreement
ATTENTION: PLEASE READ THIS INFORMATION CAREFULLY BEFORE PURCHASING/DOWNLOADING/INSTALLING THIS APPLICATION. THE INDIVIDUAL OR ENTITY SEEKING TO USE THIS APPLICATION (VARIOUSLY REFERRED TO AS “YOU,” “YOUR,” OR THE "END USER"), BY PURCHASING/DOWNLOADING/INSTALLING THIS APPLICATION, IS AGREEING TO BE BOUND BY THE TERMS OF THIS LICENSE. THE TERMS BELOW CONSTITUTE A LEGALLY BINDING AGREEMENT.
The computer program you are about to download and install (the “Downloaded App”) is furnished to you by Aspen Avionics, Inc. ("Aspen") solely for use with an Aspen Connected Panel™ device (the “Gateway”). The Gateway itself contains computer programs, protocols, and other works of authorship. Such Gateway-based computer programs, protocols, and other works of authorship and the Downloaded App you are about to download and install (together with all documentation therefor) are collectively referred to herein as the “Complete App.” Each of the constituent parts of the Complete App is licensed to you under the following terms. Aspen reserves any right not expressly granted to you by these terms. You assume sole responsibility for the installation, use, and results obtained from use of the Complete App.
1. License. You are granted a limited, non-exclusive license to do only the following:
A. Install the Downloaded App on one or more computers, smart phones, tablet PCs, mobile devices, or other micro-processer enabled apparatuses (“Computing Device”) for your own personal or business use and not for use with any business or data of others;
B. Use the Complete App (including installation and maintenance) only with an Aspen Gateway which has been properly Installed by an authorized Aspen dealer (and for no other purpose and in no other way whatsoever); and
C. Make a back-up copy of the Downloaded App in machine-readable form solely for archival purposes, but only as a part of a general back-up of the Computing Device and in no other way whatsoever. Copying of the constituent parts of the Complete App, other than as expressly permitted above, is strictly prohibited, even for archival purposes.
NOTE: Each of the constituent parts of the Complete App is protected by the copyright laws of the United States and other countries, and any use beyond that expressly permitted herein will be in violation of such copyright laws.
2. Restrictions. The Complete App contains valuable Aspen trade secrets. Accordingly, you may not:
A. Decompile, disassemble, reverse engineer, or otherwise reduce all or any part of the Complete App to a human readable form;
B. Use the Downloaded App (alone or with other computer programs) to Decompile, disassemble, reverse engineer, or otherwise discover the source code and/or data that comprises the computer programs, protocols, and other works of authorship embedded in the Gateway;
C. Modify, adapt, translate, rent, lease, loan, or sublicense the Complete App or any part thereof, or create any derivative works thereof;
D. Unless permitted in a separate agreement with Aspen, resell, distribute, or otherwise assign or transfer all or any part of the Downloaded App; or
E. Copy or reproduce (except as expressly permitted herein) all or any part of the Complete App or make the Complete App (or any part thereof) available for any use or purpose other than to connect to or interface with a properly Installed Aspen Gateway.
3. Protection and Security. You agree to use your best efforts and to take all reasonable steps to safeguard all aspects of each of the constituent parts of the Complete App to ensure that no unauthorized person has access thereto and that no unauthorized reverse engineering of the Complete App (or any part thereof) occurs and no unauthorized copy, publication, disclosure, or distribution in whole or in part, in any form, is made. You acknowledge that the Complete App contains valuable confidential information and trade secrets of Aspen and that unauthorized use and/or copying will result in irreparable injury to Aspen.
4. Term and Termination.
A. Term. This License remains effective from the time you click “I agree” until terminated.
B. Termination. This License will terminate immediately without notice from Aspen if you fail to comply with any of the provisions of this License. Upon termination, you must destroy the Downloaded App (and associated documentation) and all copies thereof. You may terminate this License at any time by destroying the Downloaded App (and associated documentation) and all copies thereof.
C. Survival. Notwithstanding termination hereof (regardless of the reason therefor), the provisions of Sections 2, 3, 4C, 5, and 6, 8A, and 8C hereof will survive forever.
5. No Separate Warranty. The DOWNLOADED App is furnished AS IS and with no warranty whatsoever. Aspen’s warranty for the Gateway (and all Gateway-based computer programs, protocols, and works of authorship) is furnished separately with that equipment. YOU ASSUME ALL RISK AS TO THE SUITABILITY, QUALITY, AND PERFORMANCE OF THE DOWNLOADED APP. IN NO EVENT WILL ASPEN, OR ITS DIRECTORS, OFFICERS, EMPLOYEES, OR AFFILIATES BE LIABLE TO YOU FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, OR EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA OR BUSINESS INFORMATION, AND THE LIKE) ARISING OUT OF THE USE OF OR INABILITY TO USE THE DOWNLOADED APP OR ACCOMPANYING WRITTEN MATERIALS, EVEN IF ASPEN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Some states do not allow the exclusion of incidental or consequential damages, so the preceding and subsequent limitations may not apply to you.
6. Limitations. ASPEN'S LIABILITY TO YOU (IF ANY) FOR ACTUAL DIRECT DAMAGES FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WILL BE LIMITED TO, AND IN NO EVENT SHALL EXCEED, $5.00, THE DOWNLOADED APP HAVING BEEN FURNISHED FREE OF CHARGE BY ASPEN.
7. Enhancements. From time to time Aspen may, in its sole discretion, advise you of updates, upgrades, enhancements, or improvements to the Complete App (or parts thereof) and/or new releases of the Complete App or parts thereof (collectively, "Enhancements"), and may license you to use such Enhancements upon terms as may be established by Aspen from time to time. All such Enhancements provided to you shall also be governed by the terms of this License.
A. Governing Law. This License will be governed by and construed in accordance with the laws of the State of New Mexico, and shall inure to the benefit of Aspen and its successors, assigns, and legal representatives. Any and all actions brought under or with respect to this License or the relationship between you and Aspen must be brought in either the federal or state courts sitting in the County of Bernalillo, State of New Mexico, you and Aspen each having consented to exclusive jurisdiction and venue in any of such courts.
B. Reformation. If any provision of this License is held by a court of competent jurisdiction to be invalid or unenforceable to any extent under applicable law, that provision will be enforced to the maximum extent permissible, and the remaining provisions of this License will remain in full force and effect.
C. Notices. Any notices or other communications to be sent to Aspen must be mailed first class, postage prepaid, to the following address:
Aspen Avionics, Inc.
5001 Indian School Road, NE
Albuquerque, NM 87110.
D. Installation. The term “Installation” or “Installed,” when used herein with respect to a Gateway device, means installed and activated by an authorized Aspen dealer in an aircraft in compliance with applicable FAA procedures or in a showroom or trade show setting where such showroom and/or trade show uses are strictly for demonstration purposes for actual or potential customers.
E. Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof, and all prior proposals, agreements, representations, statements, and undertakings with respect to such subject matter are hereby expressly cancelled and superseded. This Agreement may not be changed or amended except by a written instrument executed by a duly authorized officer of Aspen.
9. Acknowledgment. BY CLICKING THE “I AGREE” BUTTON IN THE DOWNLOAD PROMPT ASSOCIATED WITH THE DOWNLOADED APP (A PRECONDITION TO DOWNLOAD) AND BY INSTALLING THE DOWNLOADED APP, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS LICENSE, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. SHOULD YOU HAVE ANY QUESTIONS CONCERNING THIS LICENSE, CONTACT ASPEN AT THE ADDRESS SET FORTH ABOVE.