Whereas the Licensee wishes to download documents from the Portal belonging to Safran Power UK Ltd, Safran Power USA LLC, Labinal LLC (doing business through its Safran Engineering Services business unit) (together “Labinal Power Systems” or “LPS”).
For purposes of this Agreement, the "Licensee" is the entity associated with your login and password. By clicking "I Accept", you represent that you are authorized by such entity to accept these terms and conditions, and enter into this Agreement, on its behalf.
2. License Grant
Any documents, files or other information ("Documents") downloaded from techpubsdistribution.labinal-power.com after clicking the "I Accept" button are licensed by LPS to Licensee on a limited, non-sublicensable, non-transferable and non-exclusive basis, solely for Licensee to install, use, and maintain and/or repair parts manufactured by or for LPS using parts approved by LPS. No other right or license is granted to Licensee by this Agreement to use the Documents or any other intellectual property owned by LPS.
Some Documents require payment of a fee to LPS before they can be downloaded and the license described in Paragraph 1 goes into effect; other Documents may be downloaded and are licensed by LPS free of charge. The description of each Document available for downloading states its license fee and any additional terms applicable to the Document (such as a subscription period associated with the payment of a fee.)
4. Download Protocol
Documents will be delivered to Licensee in *.pdf format, after payment of any applicable licensee fee(s); delivery will be to the e-mail address associated with Licensee’s login and password..
5. Term of License
The license to use Documents received under this Agreement will be effective as of the date of receipt of such Documents, and shall continue in force until the earlier of (i) expiration of the subscription period set forth herein or (ii) termination by LPS as set forth below.
6. Use of the Documents
The Documents and all copies thereof are proprietary to LPS and are protected by copyright and other intellectual property laws of several countries. Licensee may not copy, rent, lease, sell, distribute, publish, display, modify or create derivative works of the Documents unless specifically permitted herein, and may not use the Documents for any purpose other than the purposes specifically set forth in Paragraphs 1 and 5 hereof. Without limiting the generality of the foregoing, Licensee may not use the Documents to: (i) design, develop, manufacture, maintain, repair or modify any part in a manner not authorized in the Documents;(ii) install, use, maintain or repair any part which was not originally manufactured or sold by or for LPS; (iii) compare a part manufactured by or for LPS to a part not manufactured by or for LPS; or (iv) apply for, obtain, or support an application to obtain approval from any government entity (including without limitation the EASA and FAA) to manufacture, maintain or repair any part.
Licensee may make tangible copies of the Documents but only as strictly necessary to carry out the activities described in Paragraphs 1 and 5, and may make one electronic copy of the Documents for archival backup purposes only, provided that all such copies include all copyright and other proprietary notices contained on the original.
The Documents were developed by LPS only to install, use, maintain and/or repair parts manufactured by or for LPS using parts approved by LPS. Information in the Documents is not licensed for, or otherwise applicable to, other systems and/or parts, regardless of their similarity to LPS assemblies and parts.Licensee shall not rely in any way on information in the Documents to maintain, repair or otherwise support parts, or assemblies containing component parts, not manufactured by or for LPS (including parts with alterations not approved by LPS). LPS part numbers are valid only to the extent they exclusively utilize parts approved by LPS.
On occasion, certain parts ("Replacement Parts") may either be authorized by the EASA or the FAA (or other government authorities) and/or demonstrated by third parties as alternatives for the LPS parts specified in the Documents. Notwithstanding such authorization or demonstration, until and unless such Replacement Parts are identified in a LPS-issued Illustrated Parts List, Service Bulletin, Service Letter or similar such document, LPS does not authorize or otherwise approve the use of any Replacement Parts, and the Documents may not be used in conjunction therewith.
Licensee shall also comply with the applicable Labinal LLC STC License Agreement regarding document use, as required.
7. Confidentiality Obligations
The Documents may include trade secrets and other proprietary and confidential information of LPS. All Documents provided under this Agreement (including all copies thereof) are and shall remain exclusive property of LPS.
Licensee shall keep any and all information contained in the Documents confidential, shall disclose the Documents only to those of its employees having a need to know for purposes permitted by this Agreement, shall inform such employees of the confidential nature of the Documents, and shall not disclose the Documents or any information therein or derived therefrom to third parties without prior written approval of LPS. Further, Licensee shall take all appropriate steps to hold in confidence the login and password used to access the Documents on techpubsdistribution.labinal-power.com.
Licensee shall promptly inform LPS of any use or disclosure of the Documents contrary to the terms and conditions of this Agreement, or any other breach of this Agreement by Licensee.
NOTHING HEREIN SHALL CONSTITUTE A WARRANTY TO LICENSEE, NOR SHALL BE DEEMED TO AFFECT OR MODIFY ANY EXPRESS WARRANTY GRANTED TO LICENSEE IN THE DOCUMENTS OR IN ANY OTHER AGREEMENT BETWEEN LPS AND LICENSEE. LICENSEE HEREBY WAIVES, RELEASES AND RENOUNCES ANY AND ALL OTHER WARRANTIES, GUARANTEES, OBLIGATIONS AND LIABILITIES OF LPS AND ALL OTHER RIGHTS, CLAIMS AND REMEDIES AGAINST LPS, EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED OR OTHER WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND/OR NON-INFRINGEMENT.
9. Limitation of Liability
IN NO EVENT WILL LPS BE LIABLE TO LICENSEE OR ANY THIRD PARTY FOR DAMAGES OF ANY NATURE, WHETHER DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL (INCLUDING LOST PROFITS AND LOST BUSINESS), SPECIAL OR PUNITIVE ARISING OUT OF LICENSEE’S USE OR INABILITY TO USE THE DOCUMENTS, OR LICENSEE’S USE OF PARTS NOT APPROVED BY LPS, WHETHER SUCH DAMAGES ARE BASED UPON BREACH OF WARRANTY OR TORT, INCLUDING NEGLIGENCE, EVEN IF LPS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ALL DOCUMENTS ARE PROVIDED "AS IS". THE ENTIRE LIABILITY OF LPS AND LICENSEE’S EXCLUSIVE REMEDY IS LIMITED TO, AT LPS’S SOLE OPTION, REPLACEMENT OF THE DOCUMENTS OR, IF APPLICABLE, REFUND OF LICENSEE’S LICENSE FEE. THE DOCUMENTS ARE NOT APPLICABLE TO ASSEMBLIES THAT CONTAIN PARTS NOT APPROVED BY LPS, INCLUDING PARTS WITH ALTERATIONS NOT APPROVED BY LPS. USE OF SUCH NON-APPROVED PARTS VOIDS ANY WARRANTIES EXTENDED BY LPS WITH RESPECT TO ASSEMBLIES OR COMPONENT PARTS THEREOF SUPPLIED BY LPS.
Licensee will indemnify and hold harmless LPS, its officers, directors, employees and shareholders, and their respective successors and assigns, from any and all damage, loss, liability and expense (including reasonable attorneys’ fees and court costs) incurred as a result of any claim, demand or action based on, related to, or arising out of the use of the Documents by or on behalf of Licensee, or any breach of this Agreement by Licensee or its employees or agents.
11. Termination and Remedies
Licensee’s rights under this Agreement will terminate automatically without notice from LPS if Licensee breaches this Agreement. Upon such termination, Licensee immediately shall cease all use of the Documents and destroy all copies and derivatives thereof, whether in full or partial format. LPS reserves the right to pursue any and all remedies, at law and in equity, in the event of Licensee’s breach, which the Parties agree will cause irreparable harm to LPS and for which LPS will be entitled to immediate injunctive relief in any court having jurisdiction and without posting bond.
This license is personal to Licensee. Neither this Agreement nor any of Licensee’s rights or obligations hereunder may be sublicensed, assigned or transferred in whole or in part by Licensee without the prior written consent of LPS, except in conjunction with the sale of Licensee’s business operations to a third party, provided that such third party accepts, in writing, Licensee’s rights and obligations hereunder. Any other attempted sublicense, assignment or transfer without LPS’s consent shall be void and of no force or effect. LPS retains all rights in the Documents not expressly granted to Licensee under this Agreement.
Licensee shall not, directly or indirectly, export, re-export or knowingly permit the export or re-export of the Documents or any technical information included in the Documents, except as permitted by the United States Export Administration Regulations (EAR), International Traffic in Arms Regulations (ITAR), and any other laws, rules or regulations of the United States or other government.
Following the decisions taken by the US administration and the EU authorities to submit all aeronautical equipment to an export license application with a presumption of refusal and the suspension of authorizations previously issued, Safran Electrical & Power is obliged to suspend all shipments of aeronautical parts to Russia. This restriction also applies to the execution of service contracts, warranties and more broadly to any type of technical support.
In consideration of the foregoing, Safran Electrical & Power hereby requires you to comply with the above restrictions and therefore not to export to Russia any of the products, parts, components or technology that you procure from Safran Electrical & Power.
14. Audit and Compliance
Upon written request from LPS, Licensee shall make its books, records and facilities available for audit and inspection by LPS (or LPS’s third party auditor) to determine if Licensee is in compliance with the terms of this Agreement. LPS will hold any non-public information obtained in such audit in confidence, except as necessary to comply with a subpoena, court order, government law or regulation, or to enforce its rights under this Agreement. In addition, upon written request from LPS, Licensee shall provide to LPS a verified statement regarding Licensee’s compliance with the terms of this Agreement.
The Parties to this Agreement are independent contractors. There is no relationship of partnership, joint venture, employment, franchise or agency between the Parties. Neither Party has the power to bind the other or incur obligations on the other’s behalf without the other’s prior written consent. LPS has the right to modify and/or replace the Documents at its sole discretion. The provisions of Sections 5-17 shall survive the termination of this Agreement,regardless of the reason for termination. Neither any waiver by LPS of a breach or default under this Agreement, nor the failure of LPS to enforce any provision of this Agreement, shall be construed as a waiver of any subsequent breach or default of a similar nature.
16. Applicable Law and Jurisdiction
This Agreement shall be construed in accordance with the laws of England and Wales.
The Parties agree that any action or claim relating to or arising out of this Agreement shall be exclusively resolved by the Courts of England and Wales.
17. Entire Agreement
Except with respect to executory contracts between the Parties that deal exclusively and specifically with all or part of the Documents that are the subject of this Agreement, this Agreement shall be deemed to contain the entire agreement between the Parties with regard to the Documents licensed hereunder, and it supersedes any previous understandings, commitments or agreements pertaining thereto, whether written or oral. In the event any such executory contract exists, then this Agreement shall be deemed to supplement said contract. If any provision of this Agreement is held illegal, invalid or otherwise unenforceable, the remaining provisions of this Agreement shall not be so affected, and the Parties shall work in good faith to replace such illegal, invalid or unenforceable provision with one that, to the extent possible, is consistent with the Parties’ original intent.
18. Third Party rights
No term of this License is intended to confer a benefit on, or to be enforceable by, any person who is not a party to this license.