Airside Mobile, Inc. (“Airside
“) operates the “Airside Mobile,” “Airside Digital Identity,” “Airside Limited Edition,” and “Mobile Passport” mobile applications, “AirsideX,” and related applications and services powered by Airside and its affiliates, as made available by Airside (collectively, the “Services
”) and various resellers. Please read these terms and conditions carefully before using the Services.
This End User License Agreement (or the “Agreement”) is a binding agreement between Airside and the person installing and/or using the Services as the licensee of the Services (“you”). Airside reserves the right to amend the terms and conditions of this Agreement at any time, including without limitation, posting the revised terms at www.airsidemobile.com
. Airside will also attempt to notify you through in-app notifications (if your settings permit notifications) or by alerting you to the revised terms and condition the next time you launch the Services. Any amendments to the Agreement will become effective on the effective date listed on the Services. The amended or updated terms and conditions shall apply to you. If you do not agree to such changes, cease using the Services and delete the app.
AIRSIDE PROVIDES THE SERVICES SOLELY ON THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT AND ON THE CONDITION THAT YOU ACCEPT AND COMPLY WITH THEM. BY CLICKING THE “ACCEPT” BUTTON, DOWNLOADING THE SERVICES, CONTINUED USE OF THE SERVICES, OR OTHER DEMONSTRATION OF CONSENT, YOU (A) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS; AND (B) REPRESENT AND WARRANT THAT YOU ARE OF LEGAL AGE TO ENTER INTO A BINDING AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, AIRSIDE WILL NOT AND DOES NOT LICENSE THE SERVICES TO YOU AND YOU MUST NOT INSTALL, DOWNLOAD, ACCESS, OR USE THE SERVICES.
1. License Grant and Scope
Subject to and conditioned upon your strict compliance with all terms and conditions set forth in this Agreement, Airside hereby grants to you, as the end user, a revocable, non-exclusive, non-transferable license to use the Services for your personal use. This use is limited, and must comply with this Agreement, including compliance with the restrictions in Section 2 and elsewhere in this Agreement. This license grants you the right to access and use the Services in the form provided to you solely for your own personal, non-commercial use.
2. Use Restrictions
You shall not, directly or indirectly: (i) use the Services beyond the scope of the license granted under Section 1; (ii) modify, copy, distribute, re-publish, transmit, display, perform, reproduce, publish, reuse, resell, license, create derivative works from, transfer, reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of, or sell the Services; (iii) use the Services in violation of any law, regulation, or rule; (iv) access the Services using a third-party’s account/registration without the express consent of the account holder; (v) attempt to gain unauthorized access to other computer systems from or through the Services; (vi) interfere with another person’s use and enjoyment of the Services or another entity’s use and enjoyment of the Services, including but not limited to using, accessing, publishing or transferring personal information regarding or owned by someone other than you without their permission or consent; (vii) upload or transmit viruses or other harmful, disruptive or destructive files to the Services; or (viii) disrupt, interfere with, or otherwise harm or violate the security and verification systems of the Services, or any services, system resources, accounts, servers or networks connected to or accessible through the Services (including those of our resellers) (the “Use Restrictions”). Likewise, you shall not, directly, or indirectly, use the Services beyond the scope of the license granted under Section 1 in any: (i) high risk applications or environments, including those requiring fail-safe performance, such as in the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, life support machines, surgically implanted devices, weapons systems, or other applications, devices or systems in which the failure of the Services could lead directly to death, personal injury, or severe physical or environmental damage; (ii) applications or environments requiring collection of personal health care data or information otherwise subject to Health Insurance Portability and Accountability Act (HIPPA) or equivalents; or (iii) applications or environments requiring collection of payment industry card data or information otherwise subject to Fair Credit Reporting Act or equivalents (the “High-Risk Uses”) (collectively, the Use Restrictions and the High-Risk Uses are the “Prohibited Use.”).
In addition to proprietary code developed by Airside or others, the Services may include computer code licensed under the GNU Lesser General Public License (“LGPL”), in particular, the JMRTD and SCUBA SC Android Libraries within the Android NFC Scanner SDK (the “Application”). The following additional terms apply with respect to the Application: The Application is licensed under the LGPLv3, a copy of which is available at https://www.gnu.org/licenses/lgpl-3.0.html
. You may not use the Application except in compliance with this Agreement and the LGPL. Nothing in this Agreement overrides the terms of the LGPL with respect to the open source software covered by the LGPL or requires either party to act contrary to that LGPL, and reverse engineering is permissible only to the extent necessary to comply with the terms therein.
You may request a copy of (1) the Minimal Corresponding Source, in particular, the source code for the Combined Work excluding any source code for portions of the Combined Work that, considered in isolation, are based on the Application, and not on the Linked Version (as defined in the LGPL), and (2) the Corresponding Application Code, in particular, the object or source code for the Application, including any data and utility programs needed for reproducing the Combined Work from the Application, but excluding the System Libraries of the Combined Work. Airside will convey the Corresponding Source and Corresponding Application Code, in its sole discretion, in one of the five ways permitted by the LGPL. Requests must be made in writing and delivered to 13530 Dulles Technology Drive STE 100, Herndon, VA 20171. A request may be conditioned upon your reimbursement of any costs and expenses incurred by Airside to fulfill such request.
3. Responsibility for Use of Services
You are solely responsible and liable for all uses of the Services. You are also responsible for downloading and maintaining Updates. Airside may from time to time in its sole discretion develop and provide updates to the Services, which may include upgrades, new versions, bug fixes, patches, other error corrections, and/or new features (collectively, including related documentation, “Updates
“). Updates may also modify or delete in their entirety certain features and functionality. You agree that Airside has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality. Based on your mobile or other device settings, when your mobile or other device is connected to the internet either: (a) the Services will automatically download and install all available Updates; or you may receive notice of or be prompted to download and install available Updates.
You shall promptly download and install all Updates and acknowledge and agree that the Services or portions thereof may not properly operate should you fail to do so. You further agree that all Updates will be deemed part of the Services and be subject to all terms and conditions of this Agreement.
4. Harm from Prohibited Use
You agree that the consequences of commercial use and any Prohibited Use or re-publication of content or information from the Services would give rise to irreparable harm to Airside for which monetary damages would not be an adequate remedy and hereby agree that, in addition to any and all other rights and remedies that may be available to Airside in respect of such breach, Airside be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance, and any other relief available from a court of competent jurisdiction (without any requirement to post bond).
5. Intellectual Property Rights
You acknowledge and agree that access to the Services, and any software or documentation provided therewith, is provided under license, and not sold, to you. You do not acquire any ownership interest in the Services under this Agreement, or any other rights thereto, other than to use the same in accordance with the license granted and subject to all terms, conditions, and restrictions under this Agreement. Airside reserves and shall retain its entire right, title, and interest in and to the Services and all intellectual property rights arising out of or relating to the Services, except as expressly granted to you in this Agreement. “Airside Mobile™” (word and design), “Airside™” (word and design) and “Powered By Airside™” (word and design) are Airside trademarks. Such trademarks and other marks, logos, and names of Airside or the Services, used on or in connection with the Services may not be used by you for any purpose except with the express written permission of Airside. Furthermore, such trademarks may not be used in any manner that is likely to cause confusion among customers or in any manner that disparages or discredits Airside. All other trademarks not owned by Airside (or its affiliates) that appear on the Services are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by Airside or its affiliates.
6. For Health Pass Users: Disclaimer of Liability and Warranties for COVID-19 Test Results and/or Errors
Airside’s Services may include the transmission and confirmation of your COVID-19 test results (“Results”). You acknowledge and agree that you are solely responsible for confirming that the personal information you are submitting in or as part of any Results is correct and that you have obtained all the necessary consent to submit that information if the Results belong to another individual. Airside makes no assurances, guarantees or warranties regarding the accuracy of any Results returned to you and hereby disclaims any and all liability in any instance in which the Results are incorrect. Further, Airside disclaims any and all liability for any error responses, including but not limited to incorrect or inaccurate data issued by a participating test laboratory, technical difficulties or failures that you may receive or encounter in connection with your use of the Services for purposes of confirming your Results. You acknowledge and agree that you are solely responsible for confirming the accuracy of any Results and the use and content of any such Results returned to you.
7. Further Disclaimer of Warranties
THE SERVICES ARE MADE AVAILABLE ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF INTELLECTUAL PROPERTY OR OTHER VIOLATION OF RIGHTS OR ANY GUARANTEE OR ASSURANCE THE SERVICES WILL BE AVAILABLE FOR USE OR THAT ALL PRODUCTS, FEATURES, FUNCTIONS OR OPERATIONS WILL BE AVAILABLE OR PERFORM AS DESCRIBED. FURTHER, AIRSIDE DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS CONCERNING THE ACCURACY, LIKELY RESULTS, OR RELIABILITY OF THE USE OF THE SERVICES. ALL INFORMATION AND CONTENT ON THE SERVICES ARE SUBJECT TO CHANGE WITHOUT NOTICE. AIRSIDE ASSUMES NEITHER RESPONSIBILITY NOR LIABILITY FOR ANY ERRORS OR OMISSIONS IN THE CONTENT OF THE SERVICES. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT AIRSIDE IS IN NO WAY INVOLVED IN, AND HAS NO INFLUENCE ON, ANY DECISIONS AS TO WHETHER YOU OR ANY OTHER PASSENGER MAY OR MAY NOT TRAVEL, WITH ANY AIRLINE OR OTHERWISE, AND IN NO EVENT WILL AIRSIDE OR ANY OF ITS LICENSORS, SERVICE PROVIDERS, OR SUPPLIERS HAVE ANY RESPONSIBILITY OR BE LIABLE FOR ANY LOSSES RELATED TO OR ARISING IN CONNECTION WITH YOU OR ANY OTHER PASSENGER’S ELIGIBILITY OR ABILITY TO TRAVEL, WITH ANY AIRLINE OR OTHERWISE.
8. Disclaimer of Third-Party Products, Warranties, and Services
9. Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL COMPANY OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS, HAVE ANY LIABILITY ARISING FROM OR RELATED TO YOUR USE OF OR INABILITY TO USE THE SERVICES FOR INDIRECT DAMAGES, LOST PROFITS, COST OF SUBSTITUTE GOODS OR SERVICES, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COMPUTER FAILURE OR MALFUNCTION, OR ANY OTHER CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES. TO THE FULLEST EXTENT PERMITTED BY LAW, AIRSIDE’S ’S LIABILITY FOR DIRECT DAMAGE OR LOSS IS LIMITED TO $1000.00.
THE FOREGOING LIMITATIONS WILL APPLY WHETHER SUCH DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR AIRSIDE WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY SO SOME OR ALL OF THE ABOVE LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU. THIS LIMITATION OF LIABILITY IS ESSENTIAL TO AIRSIDE’S ABILITY TO PROVIDE ITS SERVICES TO YOU FREE OF CHARGE. YOU ACKNOWLEDGE AND AGREE THAT WITHOUT THIS PROVISION AND LIMITATION OF LIABILITY, AIRSIDE WOULD CHARGE A FEE FOR YOUR ACCESS TO ITS SERVICES, AND YOU AGREE THAT THIS LIMITATION OF LIABILITY IS ADDITIONAL CONSIDERATION FOR THE SERVICES.
You agree to indemnify and hold Airside, its vendors, and their subsidiaries and affiliates, agents, officers, directors, or other employees and also their partners harmless from any claim, demand, or damage (whether direct, indirect, or consequential), including reasonable attorneys’ fees, made by anyone in connection with your use of the Services, your violation of this Agreement, and any other acts or omissions relating to the Services.
You acknowledge that this Agreement is supported by reasonable and valuable consideration, the receipt and adequacy of which are hereby acknowledged. Without limiting the foregoing, you acknowledge that such consideration includes, without limitation, your use of the Services.
AIRSIDE RESERVES THE RIGHT, IN ITS SOLE AND ABSOLUTE DISCRETION, TO MODIFY, SUSPEND, OR DISCONTINUE THE SERVICES AT ANY TIME, WITH OR WITHOUT NOTICE. YOU MAY TERMINATE THIS AGREEMENT BY DELETING THE SERVICES AND ALL COPIES THEREOF FROM YOUR MOBILE DEVICE. UPON TERMINATION: (I) ALL RIGHTS GRANTED TO YOU UNDER THIS AGREEMENT WILL ALSO TERMINATE; AND (II) YOU MUST CEASE ALL USE OF THE SERVICES AND DELETE ALL COPIES OF THE SERVICES FROM YOUR MOBILE DEVICE AND ACCOUNT. TERMINATION WILL NOT LIMIT ANY OF COMPANY’S RIGHTS OR REMEDIES AT LAW OR IN EQUITY.
13.1 Governing Law
This Agreement shall be governed and construed in accordance with the laws of the Commonwealth of Virginia without regard to principles of conflicts of law. If any controversy, claim or difference shall arise between the parties hereto with respect to the interpretation or effects of this Agreement, or the breach or nonperformance of any provisions of any of the Agreement or the rights, obligations or liabilities of the parties hereunder, or otherwise, then such matter shall be resolved by the submission of such claim, controversy or other matter to arbitration in accordance with the commercial arbitration rules then in effect of the American Arbitration Association. Notwithstanding the said rules, the parties shall be entitled to discovery during such arbitration in accordance with the federal civil rules. Any dispute regarding discovery shall be governed by such rules. In the event the parties are unable to agree upon a discovery schedule the arbitrator shall set a schedule with a view to the intent of this provision to provide a prompt resolution of disputes. The mediator or arbitrator may attribute costs, including attorneys’ fees, to either or both parties. The place of mediator or arbitration will be the metropolitan Washington, D.C. area. Judgment upon an award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. It is the intention of this Agreement that all disputes be resolved by either mediation or arbitration.
CLASS ACTION WAIVER:
Any arbitration or proceeding shall be limited to the dispute between Airside and you individually. To the full extent permitted by law, (1) no arbitration or proceeding shall be joined with any other; (2) there shall be no right or authority for any dispute to be arbitrated or resolved on a class action-basis or to utilize class action procedures; and (3) there shall be no right or authority for any dispute to be brought in a purported representative capacity on behalf of the general public or any other persons. YOU AGREE THAT YOU MAY BRING CLAIMS AGAINST AIRSIDE ONLY IN YOUR INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. It is the intention of this Agreement that all disputes be resolved by binding arbitration.
13.2 Force Majeure
Airside will not be responsible or liable to you, or deemed in default or breach hereunder by reason of any failure or delay in the performance of its obligations hereunder where such failure or delay is due to strikes, labor disputes, telecommunications failure or other interruption, power outage, internet outage, civil disturbances, riot, rebellion, invasion, pandemic, hostilities, war, terrorist attack, embargo, natural disaster, acts of God, flood, fire, sabotage, any action taken by a governmental or public authority, including imposing an export or import restriction, quota, or other restriction or prohibition or any complete or partial government shutdown, or national or regional shortage of adequate power or telecommunications or transportation or any other circumstances or causes beyond Airside’s reasonable control.
This Agreement constitutes the sole and entire agreement between you and Airside with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter.
You shall not assign or otherwise transfer any of your rights, or delegate or otherwise transfer any of your obligations or performance, under this Agreement, in each case whether voluntarily, involuntarily, by operation of law, or otherwise, without Airside’s prior written consent, which consent Airside may give or withhold in its sole discretion. Airside may freely assign or otherwise transfer all or any of its rights, or delegate or otherwise transfer all or any of its obligations or performance, under this Agreement without your consent. This Agreement is binding upon and inures to the benefit of the parties hereto and their respective permitted successors and assigns.
13.5 No Third-Party Beneficiaries
This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer on any other person any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.
13.6 No Oral Modification/Waiver
This Agreement may only be amended, modified, or supplemented by an agreement in writing signed by each party hereto. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. To the extent any provision of this Agreement is judicially determined to be unenforceable, a court of competent jurisdiction may reform any such provision to make it enforceable. The provisions of this Agreement will, where possible, be interpreted so as to sustain its legality and enforceability.
13.8 Compliance with U.S. Export Laws
The parties acknowledge that the licensing of the Airside mobile application and provision of the Services hereunder shall be subject to the export control laws of the United States which may include, without limitation, the Export Control Reform Act, the Export Administration Regulations (“EAR”), the trade sanctions programs administered by the Office of Foreign Assets Control (“OFAC”) within the U.S. Treasury Department, and the International Traffic In Arms Regulations (“ITAR”) (collectively the “Export Control Laws”). You agree that all actions taken by you in fulfillment of this Agreement shall be in compliance with the applicable Export Control Laws, including the following:
(a) OFAC Sanctions.
You shall not sell, export, reexport, transfer or deliver any of the Services or related components provided under this Agreement to, or make the Services accessible from, Iran, Cuba, North Korea, Syria, the Crimea region of Ukraine or any other countries prohibited under U.S. trade sanctions programs maintained by OFAC or otherwise prohibited under the Export Control Laws;
(b) Prohibited Parties.
You shall not sell, export, reexport, transfer or deliver any of the Services or related components provided under this Agreement to any parties that are designated: (i) on the List of Specially Designated Nationals and Blocked Persons or other Sanctions Lists maintained by OFAC (currently published at the Internet address http://www.treasury.gov/resource-center/sanctions/SDN-List/Pages/default.aspx) or to any entities that are owned or controlled by any of such parties, or (ii) on the Denied Persons List, Unverified List or Entity List published by the Bureau of Industry and Security within the U.S. Department of Commerce (currently published at the Internet address http://export.gov/ecr/eg_main_023148.asp). You further represent than neither you nor any of your affiliates are listed on any of such lists;
(c) Prohibited End-Uses.
You represent and agree that the Services and related components will not be used in the (i) design, development, manufacturing or use of any nuclear product, project or technology; (ii) chemical or biological weapons; (iii) missile delivery system; (iv) unmanned aerial vehicle system; (v) terrorist activity; nor (iv) any other activities prohibited under Part 744 of the Export Administration Regulations.
(d) Export Licenses
. If transactions entered into hereunder require export licenses under the EAR or ITAR: (a) you shall not sell, export, reexport, transfer or deliver any of the Services or related components nor permit any third parties to do the same unless the requisite export license has been obtained and you shall comply with the terms and provisions of all licenses and authorizations as may be required for the delivery and use of such Services and components; and (b) you will comply with all other applicable requirements under the EAR and ITAR.
(e) Reexports; Retransfers.
You shall not, directly or indirectly, re-export, retransfer or otherwise release the Services to, or make the Services accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation.
(f) Cooperation For Compliance.
You represent that you shall cooperate fully with Airside in furnishing the Airside with all necessary information and certificates, including end-user certificates, that it may require in order to obtain licenses, comply with export recordkeeping requirements and otherwise comply with the Export Control Laws, and further represent that to the best of your knowledge all such information and certificates shall be correct and complete.
13.9 Limitation of Time to File Claims
ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES OTHERWISE SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.