Data Sharing Terms and Conditions
Effective Date: 01 Jan 2023
1 Data Provider
1.1 Purpose of Data Sharing.
Description of Data.The parties are entering into this agreement, and aviowiki is granting Client access to the Data (defined in section “Description of Data”), for the purpose of enriching, improving and augmenting its applications with digital information, as well as displaying the Data to humans on its website, desktop or mobile applications. (the “Purpose”).
1.2 Description of Data.
“Data” includes all pieces of information that can be obtained via the aviowiki API, further described in the online Documentation, at https://docs.aviowiki.com (“Documentation”).
1.3 Description of Open Data.
“Open Data” includes a limited subset of the Data, which is defined in the online documentation at https://docs.aviowiki.com/open-data/definition. Open Data is provided by aviowiki free of charge, and access to it does not constitute Usage.
1.4 License Grant to Use Data.
aviowiki hereby grants to Client a limited, non-exclusive, non-transferable, and revocable license to access, copy, and use the Data (the “Data”) in accordance with the limitations set out in this agreement.
2 Data Recipient
2.1 Standard of Care.
Client shall exercise at least the same degree of care as it uses with its own data and confidential information, but in no event less than reasonable care, to protect the Data from misuse and unauthorized access or disclosure.
2.2 Safeguards Around Data.
Client shall use appropriate safeguards to protect the Data from misuse and unauthorized access or disclosure, including
a. maintaining adequate physical controls and password protections for any server or system on which the Data is stored or from which the Data is accessed,
b. ensuring that Data is not transmitted electronically unless over encrypted connections,
c. taking any other measures reasonably necessary to prevent any use or disclosure of the Data other than as allowed under this agreement, and
d. using, storing, handling and generally treating any API access token with the same level of care as for a private key.
2.3 Subcontractors.
a. Client may provide access to the Data for any third party that executes work or provides services to Client (Subcontractor), to the extent that such work or services are related to the Purpose.
b. Client shall ensure that any Subcontractors, to whom it provides the Data agree to the same restrictions and conditions listed in this Agreement.
2.4 Personal Information.
a. The Privacy Policy applicable to this Agreement is available online at https://aviowiki.com/privacy-policy/ and it is agreed by Client upon registration of their account.
b. Client will not attempt to identify any physical person whose information may be contained in any Data or attempt to contact those persons.
2.5 Permitted use.
a. Client may produce derivative work based on the Data, display it for human reading or otherwise utilize the Data in such a way that it is useful to the users of its own software applications.
b. Client can store any portion of Data which is included in the Open Data, for an indefinite amount of time, irrespective of when or how such data was originally retrieved.
c. Client can store any portion of Data which is not included in the Open Data, in any form, for the duration of this Agreement.
d. As an exception to the paragraphs above, aircraft tracking history Data can be retained by Client for an indefinite amount of time.
2.6 Non-permitted use
a. Client shall not use the Data for the planning or execution of any flying activity.
b. Client shall not use the Data, or allow its customers to use the Data, in applications where a Safety Management System has identified that a failure would have a potential outcome causing harm to people or things in an aircraft or on the ground, or damage to any aircraft, according to an SMS Hazard Log.
c. Except for the Open Data, or as specified in paragraph 2.3, client shall not share with or display the Data to any third party.
d. Client shall in no way interfere or attempt to interfere with any mechanism put in place by aviowiki for the protection of aviowiki’s systems, or for the counting of billable API requests.
2.7 Unauthorised Disclosure
a. Within three days of Client becoming aware of any unauthorised use or disclosure of the Data, Client shall promptly report that unauthorised use or disclosure to aviowiki.
b. Client shall cooperate with any remediation that aviowiki, in its discretion, determines is necessary to
i. address any applicable reporting requirements, and
ii. mitigate any effects of such unauthorized use or disclosure of the Data, including measures necessary to restore goodwill with stakeholders, including collaborators, governmental authorities, and the public.
3 Confidentiality Obligations
a.“Confidential Information” shall mean any information of a confidential or proprietary nature that is disclosed or provided by either party (the “Disclosing Party”) to the other party (the “Receiving Party”) in connection with this Agreement and that is identified in writing as confidential or reasonably should be understood to be confidential given the nature of the information and/or the circumstances of its disclosure.
b. Information shall not be deemed Confidential Information to the extent that such information:
i. is in the public domain or comes into the public domain through no fault of the Receiving Party or someone to whom the Receiving Party has provided such information;
ii. is furnished to the Receiving Party by a third Person rightfully in possession of such information not subject to a duty of confidentiality with respect thereto;
iii. is already known by the Receiving Party at the time of receiving such Confidential Information other than as a result of another Person’s breach of its obligations of confidentiality; or
iv. is independently developed by the Receiving Party without use of or reference to the Confidential Information of Disclosing Party as demonstrated by independent written records contemporaneous with such development.
c. Except to the extent expressly authorised by this Agreement or by the Disclosing Party in writing, during the Term and for five (5) years thereafter, the Receiving Party shall maintain in strict trust and confidence and shall not disclose to any third party or use for any purpose, other than to perform its obligations or exercise its rights under this Agreement, any Confidential Information of the Disclosing Party.
d. The Receiving Party shall only disclose Confidential Information of the Disclosing Party to those expressly authorised by this Agreement or the Disclosing Party in writing hereunder and to those of its (and its Affiliates’) employees, consultants, advisors and representatives with a reasonable need to know such information and who are bound by obligations of confidentiality at least as protective as those contained herein.
e. Notwithstanding the foregoing, the Receiving Party may disclose certain Confidential Information to the extent such disclosure is required by law or regulation, or pursuant to a valid order of a court or other governmental body having jurisdiction, provided that the Receiving Party provides the Disclosing Party with reasonable prior written notice of such disclosure to the extent practicable and reasonable assistance in the Disclosing Party’s efforts to obtain a protective order or confidential treatment preventing or limiting the disclosure.
4 Representations
4.1 Mutual Representations
a. Neither party is under any restriction or obligation that could affect its performance of its obligations under this agreement.
b. Neither party’s execution, delivery, and performance of this agreement and the other documents to which it is a party, and the consummation of the transactions contemplated in this agreement, do or will result in its violation or breach of any
i. applicable Law or Order, or
ii. require the consent of any person, or conflict with, result in a violation or breach of, constitute a default under, or result in the acceleration of any material contract.
4.2 aviowiki’s Representations
a. aviowiki has the right to grant Client use of the Data.
b. aviowiki has not
i. granted and is not obligated to grant any license to any third party that would conflict with the license grant under section “Intellectual Property Ownership”, or
ii. assigned or exclusively licensed, and is not obligated to assign or exclusively license, use of the Data to any third party that would conflict with the license grant under section “Intellectual Property Ownership”.
5 No Warranty
5.1 Provided “As Is”
The web services, the website and the Data are provided “as is” without warranty of any kind, express or implied and any use of the services or website are at Clients sole risk. aviowiki does not warrant that the services or Website will be uninterrupted or error free, nor does aviowiki make any warranty as to the performance or any results that may be obtained by use of the services or Website.
5.2 No Warranty of Accuracy, Completeness or Fitness
a. aviowiki does not make any warranty as to the accuracy or completeness of the Data.
b. aviowiki makes no other warranties, express or implied, including, without limitation, any implied warranties of merchantability and fitness for a particular purpose, concerning the subject matter of this Agreement.
6 Intellectual Property Ownership
7 Use of Name
a. Both Parties grant the other party’s permission to use their name, logos, trademarks or other marks on their websites and commercial material, to the extent that such display represents the spirit of this Agreement and does not attempt to portray any other relationship between the parties.
b. Any display by either party of the other party’s name, logos, trademarks or other marks is granted solely for the duration of this Agreement, and shall be removed upon Termination, unless otherwise agreed between the Parties.
c. Neither party will use the other party’s name, logos, trademarks, or other marks in any way that may be damaging or defamatory to the other part.
8 Termination
8.1 Termination on Notice.
Either party may terminate this agreement for any reason on sixty Business Days’ notice to the other party.
8.2 Termination for Material Breach.
Each party may terminate this agreement with immediate effect by delivering notice of the termination to the other party, if
a. the other party fails to perform, has made or makes any inaccuracy in, or otherwise materially breaches, any of its obligations, covenants, or representations, and
b. the failure, inaccuracy, or breach continues for a period of three Business Days’ after the injured party delivers notice to the breaching party reasonably detailing the breach.
8.3 Termination for Insolvency.
If either party becomes insolvent, bankrupt, or enters receivership, dissolution, or liquidation, the other party may terminate this agreement with immediate effect.
9 Limitation of Liability
a. In no event shall either Party be liable to the other Party for any indirect, incidental, consequential, special or exemplary damages, including without limitation, business interruption, loss of or unauthorised access to information, damages for loss of profits, incurred by the other Party arising out of the services provided under this agreement, even if such Party has been advised of the possibility of such damages.
b. In no event will neither Party’s liability on any claim, loss or liability arising out of or connected with this Agreement shall exceed the amounts paid to aviowiki by Client in the twelve months preceding the event giving rise to liability.
Indemnification
9.1 Indemnification by Client.
Client (as an indemnifying party) shall indemnify aviowiki (as an indemnified party) against all losses and expenses arising out of any proceeding
a. brought by either a third party or aviowiki, and
b. arising out of Client’s breach of its obligations, representations,
warranties, or covenants under this agreement.
9.2 Mutual Indemnification.
Each party (as an indemnifying party) shall indemnify the other (as an indemnified party) against all losses arising out of any proceeding
a. brought by either a third party or an indemnified party, and
b. arising out of the indemnifying party’s wilful misconduct or gross negligence.
9.3 Notice and Failure to Notify
a. Before bringing a claim for indemnification, the indemnified party shall
i. notify the indemnifying party of the indemnifiable proceeding, and
ii. deliver to the indemnifying party all legal pleadings and other documents reasonably necessary to indemnify or defend the indemnifiable proceeding.
b. If the indemnified party fails to notify the indemnifying party of the indemnifiable proceeding, the indemnifying will be relieved of its indemnification obligations to the extent it was prejudiced by the indemnified party’s failure.
9.4 Exclusive Remedy.
The parties’ right to indemnification is the exclusive remedy available in connection with the indefinable proceedings described in this section.
General Provisions
9.5 Additional Terms
a. For the issuing of an API access token Client is required to have registered an account on our online application at https://app.aviowiki.com.
b. Client shall be bound, in addition to this Agreement, to the Terms and Conditions published on https://aviowiki.com/terms/, and accepted during the online registration process.
9.6 Entire Agreement.
The parties intend that this agreement, together with all attachments, schedules, exhibits, and other documents that both are referenced in this agreement and refer to this agreement,
a. represent the final expression of the parties’ intent relating to the subject matter of this agreement,
b. contain all the terms the parties agreed to relating to the subject matter, and
c. replace all of the parties’ previous discussions, understandings, and agreements relating to the subject matter of this agreement.
9.7 Assignment.
Neither party may assign this agreement or any of their rights or obligations under this agreement without the other party’s written consent.
9.8 Notices
a. Method of Notice. The parties shall give all notices and communications between the parties in writing by
i. personal delivery,
ii. a courier or mail service providing proof of receipt, or
iii. electronic mail to support@aviowiki.com
b. Receipt of Notice. A notice given under this agreement will be effective on
i. the other party’s receipt of it, or
ii. if sent electronically, the earlier of the other party’s receipt of it and the fifth business day after sending it.
9.9 Governing Law and Disputes
a. This agreement shall be governed, construed, and enforced in accordance with the laws of the Republic of Estonia.
b. Disputes arising from and related to this Agreement shall be resolved by negotiations between the Parties. If the dispute cannot be resolved through negotiations between the Parties, the Parties shall have the right to apply to the county court for settlement of the dispute in accordance with the legislation in force in the Republic of Estonia.
9.10 Interpretation
a. References to Specific Terms
i. Taxes and duties. All prices and amounts mentioned in any section of this document are exclusive of any applicable tax or duty. Client is responsible to pay any tax or duty that arises from the use of Data and in general as an effect of entering into this Agreement.
ii. Currency. Unless otherwise specified, all amounts expressed in this agreement refer to United States Dollar.
iii. “Including.” Where this agreement uses the word “including,” it means “including without limitation,” and where it uses the word “includes,” it means “includes without limitation.”
iv. “Knowledge.” Where any representation, warranty, or other statement in this agreement, or in any other document entered into or delivered under this agreement, is expressed by a party to be “to its knowledge,” or is otherwise expressed to be limited in scope to facts or matters known to the party or of which the party is aware, it means:
1. the then-current, actual knowledge of the directors and officers of that party, and
2. the knowledge that would or should have come to the attention of any of them had they investigated the facts related to that statement and made reasonable inquiries of other individuals reasonably likely to have knowledge of facts related to that statement.
v. Statutes, etc. Unless specified otherwise, any reference in this agreement to a statute includes the rules, regulations, and policies made under that statute and any provision that amends, supplements, supersedes, or replaces that statute or those rules or policies.
b. Number and Gender. Unless the context requires otherwise, words importing the singular number include the plural and vice versa; words importing gender include all genders.
c. Headings. The headings used in this agreement and its division into sections, schedules, exhibits, appendices, and other subdivisions do not affect its interpretation.
d. Internal References. References in this agreement to sections and other subdivisions are to those parts of this agreement.
e. Business Day. Any day between Monday and Friday, both included, that is not a public holiday of the Republic of Estonia.
f. Calculation of Time. In this agreement, a period of days begins on the first day after the event that began the period and ends at 23:59 UTC on the last day of the period. If any period of time is to expire, or any action or event is to occur, on a day that is not a Business Day, the period expires, or the action or event is considered to occur, at 23:59 UTC on the next Business Day.
g. Construction of Terms. The parties have each participated in settling the terms of this agreement. Any rule of legal interpretation to the effect that any ambiguity is to be resolved against the drafting party will not apply in interpreting this agreement.
h. Conflict of Terms. If there is any inconsistency between the terms of this agreement and those in any schedule to this agreement or in any document entered into under this agreement, the terms of this agreement will prevail. The parties shall take all necessary steps to conform the inconsistent terms to the terms of this agreement.
9.11 Severability.
If any part of this agreement is declared unenforceable or invalid, the remainder will continue to be valid and enforceable.
9.12 Waiver
a. Affirmative Waivers. Neither party’s failure or neglect to enforce any rights under this agreement will be deemed to be a waiver of that party’s rights.
b. Written Waivers. A waiver or extension is only effective if it is in writing and signed by the party granting it.
c. No General Waivers. A party’s failure or neglect to enforce any of its rights under this agreement will not be deemed to be a waiver of that or any other of its rights.
d. No Course of Dealing. No single or partial exercise of any right or remedy will preclude any other or further exercise of any right or remedy.
9.13 No Third-Party Beneficiaries.
Unless explicitly stated otherwise elsewhere in this agreement, no Person other than the parties themselves has any rights or remedies under this agreement.