| Instructions:
Please supply
the information requested below. A reponse to each item is required
(except where designated as optional). When finished, click the
SUBMIT button below. Access information will be then provided.
If you have
any questions about this agreeement, please contact: Scott Bergstrom,
Administrator, AICC, via any of the following methods:
email: admin@aicc.org
phone: +1 208 496 1136
fax: +1 208 496 5136
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| This AICC/CMI TEST SUITE
LICENSE AGREEMENT (the “Agreement”) is made and entered
into as of the date first written above by and between the Aviation
Industry Computer-based Training Committee (“AICC”)
and Vendor. |
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| RECITALS |
A. AICC
has developed a computer software program used to test aviation
industry software for compliance with certain industry standards
and protocols for computer-based aviation training software. The
computer software program is known as the AICC/CMI Test Suite
(the “Test Suite”).
B. The Vendor desires to use the Test Suite to pre-test Vendor’s
product prior to submitting the product to AICC for testing and
certification. Therefore, AICC has provided Vendor with a copy
of the Test Suite for its own use.
C. The purpose of this Agreement is to establish Vendor’s
rights and restrictions with respect to the Test Suite. |
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AGREEMENT |
1. RIGHTS TO USE OF
THE TEST SUITE.
Vendor shall have the nonexclusive, nontransferable right to
use a copy of the Test Suite for the sole purpose of testing Vendor’s
product described above for the sole purpose of testing the product
for compliance with AICC/CMI standards.
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AGREE
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2. RESTRICTIONS ON
VENDOR’S USE.
Vendor agrees that it will not use the Test Suite for any purpose
other than the purpose set forth above without acquiring AICC’s
prior written consent. Vendor further agrees that it will not:
(a) Copy the Test Suite, except for one archival copy for back-up
purposes;
(b) Sell, market, or distribute any copies of the Test Suite
or any components thereof;
(c) Use the Test Suite for any commercial purposes, assign, or
transfer rights to the Test Suite or under this Agreement without
AICC’s written consent; or
(d) Modify, reverse engineer, disassemble, decompile, translate
the Test Suite, or create derivative works based upon the Test
Suite. |
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AGREE
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3. OWNERSHIP.
Vendor further agrees that it shall not acquire any rights of
ownership and that all rights, title and interest in the Test
Suite remain the property of AICC or its suppliers. |
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AGREE
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4. DISCLAIMER OF WARRANTY/LIMITATIONS
OF REMEDIES.
4.1 “As Is” Condition
THE TEST SUITE AND RELATED MATERIALS HAVE BEEN OR ARE PROVIDED
TO LICENSEE “AS IS” WITHOUT WARRANTY OF ANY KIND,
EITHER EXPRESS OR IMPLIED.
4.2 No Warranty
VENDOR HEREBY WAIVES, RELEASES AND RENOUNCES ALL OTHER WARRANTIES,
LIABILITIES, RIGHTS AND REMEDIES -- EXPRESS OR IMPLIED -- AGAINST
AICC, OR AGAINST ANY INDEPENDENT TEST LAB COMMISSIONED BY AICC,
ARISING BY LAW OR OTHERWISE, WITH RESPECT TO ANY NONCONFORMANCE
OR DEFECT IN THE AICC/CMI TEST SUITE, INCLUDING WITHOUT LIMITATION
THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE, OR ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE,
COURSE OF DEALING OR USAGE OF TRADE.
AICC MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND, EITHER
EXPRESS OR IMPLIED, THAT USE OF THE TEST SUITE OR RELATED TECHNOLOGY
OR MATERIALS WILL NOT INFRINGE ON ANY PATENT, COPYRIGHT OR ANY
OTHER PROPRIETARY RIGHTS OF OTHERS.
4.3 Waiver of All Claims. Vendor hereby waives, releases, and
renounces any obligation, liability, right, claim or remedy, whether
or not arising in tort or occasioned in whole or in part by the
negligence of AICC, whether active, passive or imputed. In no
event, shall AICC nor its members be liable to licensee for any
incidental, consequential, special or indirect damages arising
out of the subject matter of this agreement.
4.4 Indemnification. Vendor hereby indemnifies and agrees to
defend and hold harmless AICC from and against any and all liability,
loss or claim arising from this Agreement or from Vendor’s
license of, use of or reliance upon the Test Suite or any related
documentation or materials.
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AGREE
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| 5. TERMINATION OF
THE LICENSE.
This Agreement and the license granted hereby may be terminated
by AICC upon thirty (30) days’ prior written notice to Vendor.
Upon any cancellation or termination of this Agreement, Vendor
shall immediately cease using the Test Suite and shall return
to AICC all copies of the Test Suite. |
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AGREE
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| 6. MISCELLANEOUS.
6.1 Applicable Law. This Agreement will be construed in accordance
with the laws of the State of Idaho, U.S.A.
6.2 Entire Agreement. This Agreement constitutes the entire
understanding of the parties with regard to the subject matter
of this Agreement. No modification or amendment of this Agreement
shall be valid or binding upon the parties hereto unless made
in writing and signed on behalf of each of the parties hereto
by their respective duly authorized representatives.
6.3 Attorneys Fees. If any party to this Agreement is required
to engage legal counsel to enforce its rights under this Agreement,
that party shall be entitled to all attorneys fees and other costs
associated with such enforcement.
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AGREE
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If you have agreed to all terms and have provided all required information,
click the SUBMIT button and access information will be provided. If
information is missing,
you will be asked to provide it before receiving test suite access information.
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