AERONET IS THE SOLE AND EXCLUSIVE OWNER OR LICENSOR OF THE SOFTWARE ACCOMPANYING THIS LICENCE.  PERMISSION TO USE THIS SOFTWARE IS CONDITIONAL UPON YOU (“YOU” OR A “LICENSEE”) AGREEING TO THE TERMS SET OUT BELOW.  THIS SOFTWARE IS ONLY OFFERED TO YOU ON THE CONDITION THAT YOU READ AND ACCEPT ALL THE TERMS OF THIS LICENCE.  ACCEPTANCE WILL BIND YOU AND ALL OF THE PEOPLE WHO YOU ALLOW TO USE THE SOFTWARE TO THE TERMS OF THE LICENCE.  BY SIGNING THIS LICENCE AND/OR CLICKING ON THE “I ACCEPT” BUTTON AT THE END OF THIS LICENCE, YOU WILL BE DEEMED TO HAVE ACCEPTED THESE AND THE FOLLOWING TERMS AND CONDITIONS.  IF YOU DO NOT WISH TO ACCEPT THESE TERMS AND CONDITIONS, EITHER DO NOT SIGN THIS LICENCE OR CLICK THE “I DO NOT ACCEPT” BUTTON, AND DO NOT INSTALL OR USE THE SOFTWARE. 

1. PARTIES

  1. This licence is made between Aeronet and the Licensee. 
  2. Each of Aeronet and Licensee are each hereinafter referred to as a “Party” and collectively as the “Parties”. 

2. DEFINITIONS

  1. For the purposes of this licence, unless the context otherwise requires, the following terms have the meaning assigned to them below: 

“Acceptance” means when the Licensee either signs this licence or clicks “accept” if downloading the Software; 

“Additional Modules” means any modules of the Software other than the Initial Modules that Aeronet agrees in writing to license to the Licensee; 

“Aeronet” means Aeronet Limited a company incorporated in New Zealand and having its registered office in Cambridge, New Zealand; 

“Affiliate” means any entity that at any time during the term of this Agreement, is or was, or otherwise becomes, whether directly or indirectly, owned or controlled by, or is under common ownership or control with, Licensee or any direct or indirect parent corporation or any company that is a successor (whether by change of name, dissolution, merger, consolidation, reorganization or otherwise) to any such company or its business and assets; 

“Business Hours” means 9 am to 5 pm on any day other than a Saturday, Sunday or a day that is a statutory holiday in Auckland, New Zealand; 

“Exclusive Modules” means the Additional Modules of the Software (if any) licensed to the Licensee by Aeronet on an exclusive basis as set out in clause 4; 

“Initial Modules” means the modules of the Software licensed to the Licensee by Aeronet at the time that the Licensee first becomes a licensee in respect of the Software as recorded by Aeronet on the relevant order confirmation; 

“Licensee” means the entity recorded in the signing portion of this licence as the licensee or in the application section if the Software is downloaded; 

“Non-exclusive Modules” means the Initial Modules and any Additional Modules licensed to the Licensee by Aeronet on a non-exclusive basis as set out in clause 4; 

“Price List” means the price list published by Aeronet from time to time describing the Software and the Additional Modules then available for licensing by Aeronet, and the related licence fees; 

“Use” has the meaning assigned to that term in clause 4.2;

3. TERM

This licence shall commence on the date of Acceptance and shall continue until it is terminated in accordance with clause Termination below or at law.

4. GRANT OF LICENSE

  1. Aeronet grants the Licensee:
    1. a non-exclusive, non-transferable (except to Affiliates) licence to Use the Initial Modules and the Non-exclusive Modules; and 
    2. an exclusive, non-transferable licence to Use the Exclusive Modules, on the terms and subject to the conditions set out in this licence 
  2. For the purposes of this licence, the term "Use" shall mean and include: 
    1. Utilisation of the Software by copying, transmitting or loading it into the temporary memory (RAM) or installing into the permanent memory (e.g. hard disk, CD ROM or other storage device) of the Licensee’s system for the processing of the system instructions or statements contained in such Software; 
    2. copying the Software which is in machine-readable form for Use by the Licensee on the Licensee’s system for the purposes only of understanding the contents of such machine-readable material and for back-up, provided that no more than one copy will be in existence under any licence at any one time without prior written consent from Aeronet or as otherwise permitted by applicable law; 
    3. storing the whole or any part of the Software on the Licensee’s system or other storage unit or disk; and  
    4. utilising (but not copying) the instructional and/or operational manuals relating to the Software. 
  3. This licence entitles the Licensee to: 
    1. receive one copy of the Software for Use, together with the necessary documentation to install and Use the Software; 
    2. use the Software for the Licensee’s (including, in each case and for the avoidance of doubt, all Affiliates’) internal business purposes on hardware that is owned, leased or otherwise substantially controlled by the Licensee; 
    3. use the Software in accordance with the provisions of this clause 4; and 
    4. receive information on upgraded versions of the Software at such cost (if any) as may be notified to the Licensee. 
  4. Where Aeronet makes any upgrades to the Software or Additional Modules available to the Licensee, the Software shall constitute a single product together with all such upgrades and Additional Modules.  The Licensee may use the upgraded product and Additional Modules only in accordance with this licence.  Unless otherwise expressly agreed between Aeronet and the Licensee in writing all upgrades or Additional Modules will be made available on the terms and conditions of this licence.   If the Parties agree to new or additional terms for an upgrade or Additional Module (“Revised Terms”), such Revised Terms shall apply to the Software as a whole from the date of entry by the Licensee into the Revised Terms, notwithstanding that any part of the Software was previously licensed under this licence.

5. LICENCE FEES

  1. An up-front licence fee is payable in respect of the Software as follows:  
    1. the licence fees specified in the Price List in respect of the Initial Modules and any Additional Modules that are available for licensing on a non-exclusive basis; and 
    2. such fees as may be agreed between Aeronet and the Licensee where the Licensee wishes to have a new Additional Module developed by Aeronet for licence by the Licensee on either an exclusive or a non-exclusive basis. 
  2. Aeronet will:  
    1. invoice the Licensee at the time that the Licensee places an order for Software or for the development of an Additional Module; and  
    2. deliver the Software to the Licensee or commence development of an Additional Module (as the case may be), on receipt by Aeronet of the relevant fees. 
  3. All charges referred to in this licence are exclusive of and net of any taxes, duties or such other additional sums including, without limitation, value added/purchase tax, excise tax, tax on sales, property or use, import or other duties, and whether levied in respect of this licence, the Software, its use or otherwise. 
  4. Licence fees will be reviewed annually on or around the anniversary of Acceptance. Aeronet will advise the Licensee of any changes to fees in writing at that time.

6. SOFTWARE ENHANCEMENT & OTHER SERVICES

  1. Aeronet may offer Additional Modules for licence and upgrades to, and enhancements of, the Software, at the licence fees specified in the then current Price List.   
  2. Aeronet will charge for any software services requested by the Licensee which are not specifically covered by this licence.  Where Aeronet agrees to develop an Additional Module at the Licensee’s request, Aeronet will agree the amount of any development and or licence fees with the Licensee in writing (most likely in a master services agreement) prior to undertaking the development of an Additional Module. 

7. MAINTENANCE AND SUPPORT

  1. Aeronet shall provide the following maintenance and support services to the Licensee at no additional cost: 
    1. making alterations to the Software: 
    2. to address any dependency or compatibility issues between any Additional Modules that the Licensee chooses to license and the Initial Modules and any Additional Modules already licensed by the Licensee; 
    3. to incorporate corrections or bypasses for errors (other than errors or bugs in the Software resulting from any action of the Licensee); and 
    4. such other assistance in the installation and Use of the Software as may be specified in the then current Price List. 
  2. Aeronet shall have no obligation to provide maintenance and support for any Software or part of the Software that: 
    1. has been modified or altered in any way by the Licensee or its agents; or 
    2. has not been updated to the latest update made available by Aeronet. 
  3. Unless otherwise agreed in writing, the Licensee shall be solely responsible for ensuring the adequate backup of the Licensee’s data, software and records and Aeronet shall have no liability whatsoever for the loss of any such data, software or records. 
  4. Additional support services may be provided under a separate Customer Care Agreement with Aeronet or another approved Aeronet partner. 

8. LICENSEE'S UNDERTAKINGS

  1. The Licensee undertakes not to perform any of the acts referred to in this clause 8 except to the extent and only to the extent permitted by applicable law to the Licensee as a lawful user (i.e. a party with an express right to Use) of the Software and only then for the specific limited purposes stated in such applicable law or under this licence. 
  2. The Licensee undertakes: 
    1. not to copy the Software nor otherwise reproduce the same, provided that the Licensee may copy the Software for back-up purposes or incidentally, in the course of converting the Software in accordance with clause 8.3(e) below; 
    2. not to translate, adapt, vary, or modify the Software; 
    3. not to disassemble, decompile or reverse engineer the Software. 
  3. In addition, the Licensee undertakes: 
    1. to maintain accurate and up-to-date records of the number and location of all copies of the Software Used by the Licensee or its Affiliates; 
    2. to supervise and control Use of the Software in accordance with the terms of this licence; 
    3. to reproduce and include the copyright notice of Aeronet on all and any copies, whether in whole or in part, in any form, including partial copies or modifications of the Software; 
    4. not to provide or otherwise make available the Software in whole or in part (including but not limited to program listings, object and source program listings, object code and source code), in any form to any person other than the Licensee's or its Affiliate’s employees without prior written consent from Aeronet; and 
    5. within 10 Business Days after the date of termination or discontinuance of this licence for whatever reason, to return or destroy (as Aeronet shall instruct) the Software and all updates, upgrades or copies, in whole and in part, in any form including partial copies or modifications of the Software received from Aeronet or made in connection with this licence and all documentation relating to the Software and to furnish Aeronet with a certificate, certifying that the same has been done, provided that the Licensee may retain copies of the software in its backup systems for archive purposes only or for such other purpose which Aeronet may authorise together with any conditions Aeronet may impose in respect of such authorisation for continued retention.

9. WARRANTY

  1. Aeronet warrants that the Software as delivered to the Licensee will perform substantially as described in Aeronet’s then current documentation for the duration of Licensee’s then current subscription period, provided that the Software is used properly in the specified operating environment.  Aeronet makes no warranty that the Software is error free.  However, Aeronet will use reasonable endeavours to identify and supply a correction or bypass for any error notified to Aeronet by the Licensee or, at its discretion, replace the Software in question. 
  2. The Licensee’s sole and exclusive remedy for breach of the warranty in clause 9.1 (or any warranties implied by law that cannot be excluded) shall be as follows:   
    1. If any part of the Software does not operate substantially in conformity with Aeronet’s documentation, the Licensee must notify Aeronet of the non-conformity; 
    2. On receipt of notice of a non-conformity, Aeronet will, at its discretion: 
      1. use reasonable endeavours to ascertain the reason for such non-conformity and supply a correction or bypass; or 
      2. replace the Software in question; or 
      3. pay the cost of having the Software repaired; 
    3. If Aeronet is unable to correct or bypass the non-conformity, or to provide the Licensee with replacement Software, within 20 Business Days after the Licensee’s notice of non-conformity, the Licensee may elect to cancel the order for the Software by returning the non-conforming Software to Aeronet for a full refund of the licence fees paid by the Licensee in respect of the non-conforming Software. 
  3. Aeronet represents and warrants to the Licensee that the maintenance and support services described in clause 6 above will be furnished by appropriately qualified personnel in a professional and workman like manner, in accordance with industry practice. 
  4. AERONET MAKES NO OTHER WARRANTIES WITH RESPECT TO THE SOFTWARE OR MAINTENANCE AND SUPPORT SERVICES, AND DISCLAIMS ALL OTHER WARRANTIES, INCLUDING WARRANTIES AS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE TO THE FULLEST EXTENT PERMITTED BY LAW.  IN THE EVENT THAT ANY LAW OR STATUTE IMPLIES TERMS INTO THIS LICENCE WHICH CANNOT BE LAWFULLY EXCLUDED, THE LICENSEE’S SOLE REMEDY FOR ANY BREACH OF SUCH A TERM IS AS STATED IN CLAUSE 9.2(b) ABOVE.  THE LICENSEE ACKNOWLEDGES THAT THE LICENSEE HAS ENTERED INTO THIS LICENCE FOR BUSINESS PURPOSES AND THAT THE PROVISIONS OF THE NEW ZEALAND CONSUMER GUARANTEES ACT 1993 ARE EXPRESSLY EXCLUDED. 
  5. AERONET DOES NOT GUARANTEE THE SEQUENCE, ACCURACY, COMPLETENESS OR TIMELINES OF THE CONTENT AND DATA ENTERED USING, DISPLAYED BY OR ACCESSED THROUGH THE SOFTWARE.  AERONET SHALL NOT BE LIABLE, WHETHER DIRECTLY OR INDIRECTLY, IN ANY WAY, TO THE LICENSEE OR ANY OTHER PERSON FOR SUCH CONTENT OR DATA OR FOR ANY INACCURACIES, ERRORS OR OMISSIONS FROM SUCH CONTENT. 

10. INTELLECTUAL PROPERTY RIGHTS

  1. The Licensee acknowledges that any and all of the copyright, trademarks, trade names, patents and other intellectual property rights subsisting in or used in connection with the Software including all documentation and manuals relating to the Software, are and shall remain the sole property of Aeronet or Aeronet’s licensors.  Nothing in this licence shall confer on the Licensee any right, title or interest in and to the Software except for the limited right of Use described in this licence. 
  2. In the event that Aeronet exclusively creates new inventions, designs or processes or copyright works evolve or are created in the performance of or as a result of this licence (without reference to, or reliance upon, the Licensee or any information, materials or technology provided by the Licensee), the Licensee acknowledges that Aeronet claims exclusive rights thereto unless otherwise agreed in writing by Aeronet. 
  3. In the event that Aeronet ceases trading: 
    1. All current holders of a Software licence will be provided with all Aeronet source code, and full database schemas, including their data; 
    2. Basic documentation will be provided to ensure that license holders will be able to take over maintenance of the Software; 
  4. Should Aeronet be acquired (which includes 51% or more of the shares in Aeronet being sold to a party who was previously not a shareholder), this agreement shall be transferred to the purchasing company, and governed/re-negotiated as per their processes.

11. DATA AND CODE LOCATION

  1. Unless agreed with Aeronet, data is stored using our cloud services provider which is based in the United States, with availability of services world-wide.  Every effort will be made to store data in a region in close proximity to the Licensee (for performance reasons), however in Acceptance, the Licensee understands and agrees that this data may reside outside the Licensee’s region or country.  
  2. If confirmed in writing by Aeronet, Aeronet can arrange to store data in a site of the Licensee’s choosing (including on-premise).  Under such circumstances, the performance, availability and uptime of the infrastructure in question becomes the responsibility of the Licensee and Aeronet provides no guarantee of service availability, up time or performance.

12. PRODUCT ROADMAP

  1. If confirmed in writing by Aeronet, Aeronet can provide on-premise alternatives for some Aeronet functionality.  As per section 11.2, under such circumstances, the performance, availability and uptime of the infrastructure in question becomes the responsibility of the Licensee and Aeronet provides no guarantee of service availability, up time or performance. 
  2. Aeronet will continue to deliver its product roadmap with a cloud-first approach.  However, on-premise equivalent functionality may be delivered either as part of the existing Aeronet roadmap (at Aeronet’s sole discretion), or purchased by the Licensee under a Professional Services engagement.  
  3. Aeronet makes no commitment for on-premise feature parity moving forward; cloud services allow for adoption of technology and innovation that is difficult, if not impossible, to achieve on-premise. 
  4. By engaging in an on-premise arrangement, the Licensee accepts the points outlined above. 

13. INTELLECTUAL PROPERTY INFRINGEMENT

  1. At its sole expense, Aeronet will defend, indemnify and hold harmless the Licensee against any claim that the Software infringes the patent, copyright, trade mark or trade secrets of a third party, provided that: 
    1. the Licensee notifies Aeronet in writing and furnishes a copy of each communication or notice for the party alleging infringement relating to the alleged infringement promptly after receiving such communication or notice;  
    2. Aeronet shall have sole control over the defence and negotiations for a settlement of any such claim and the Licensee shall not, without Aeronet’s consent, make any admission in respect of such claim or taken any action in respect of such claim that may be prejudicial to the defence of that claim; and 
    3. the Licensee shall give Aeronet all reasonable authority, information and assistance (at Aeronet’s expense) necessary to defend or settle such suit or proceeding. 
  2. The indemnity given in clause 13.1 does not apply to the Software or any part of the Software, where: 
    1. the Software or the alleged infringing part of the Software has been modified by persons or entities other than Aeronet if the alleged infringement would not have occurred but for such modification; 
    2. the Software or the alleged infringing part of the Software is combined with other products, process or materials not supplied or recommended by Aeronet, if the alleged infringement would not have occurred but for such combination;  
    3. the alleged infringement is the result of Aeronet’s compliance with the Licensee’s directions to modify the Software; or 
    4. the Software or the alleged infringing part of the Software is continued to be used after Aeronet has made available a non-infringing release of the Software or the alleged infringing part of the Software. 
  3. If any claim that Aeronet is obliged to defend has arisen, or in Aeronet’s opinion is likely to arise, Aeronet may at its option either: 
    1. obtain for the Licensee the right to Use the Software or the relevant part of the Software; 
    2. replace or modify the Software or the relevant part of the Software so that it is non-infringing; or 
    3. refund the undepreciated portion of the licence fees paid by the Licensee in respect of the Software or the alleged infringing part of the Software, assuming a 35 month straight-line depreciation schedule.   
    4. This clause 13 states the entire liability of Aeronet with respect to infringement of any copyrights, patents or other intellectual property rights by the Software.

14. LIABILITY

  1. EXCEPT FOR AERONET’S WARRANTY OBLIGATIONS UNDER CLAUSE 9 AND AERONET’S INDEMNITY UNDER CLAUSE 13.1, NEITHER PARTY WILL BE LIABLE TO THE OTHER UNDER THIS LICENCE OR OTHERWISE FOR ANY INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, LOSS OF PROFITS, LOSS OF DATA OR USE OF DATA OR INTERRUPTION OF BUSINESS, EVEN IF SUCH PARTY OR ITS REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS.  
  2. EXCEPT FOR AERONET’S WARRANTY OBLIGATIONS UNDER CLAUSE 9 AND AERONET’S INDEMNITY UNDER CLAUSE 13.1, NEITHER PARTY’S LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE IS EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW.  IN THE EVENT THAT EITHER PARTY HAS ANY LIABILITY TO THE OTHER, NOTWITHSTANDING THIS CLAUSE 14.2, EACH PARTY’S LIABILITY SHALL NOT IN ANY EVENT EXCEED THE AMOUNT OF THE LICENCE FEES PAID TO AERONET BY THE LICENSEE UNDER THIS LICENCE.

15. AUDIT RIGHTS

  1. At Aeronet’s request, upon reasonable but no less than 20 Business Days’ notice, the Licensee shall provide to Aeronet a signed assurance of the Licensee’s compliance with this licence, including an annual certification of server and CPU usage. 
  2. Aeronet may audit the Licensee’s Use of the Software for compliance with the terms and conditions of this licence upon reasonable notice and at Aeronet’s expense, subject to the execution of a nondisclosure agreement supplied by the Licensee.  Aeronet will comply with all reasonable security requirements of the Licensee, including the execution of a nondisclosure agreement, and will furnish the Licensee with a copy of its audit report on written request. 
  3. If an audit under clause 15.2 reveals that the Licensee has Used the Software beyond the scope of this licence, the Licensee shall, where the breach can be remedied by ordering additional licences or upgrades, cure such breach within 20 Business Days of written notice by ordering any additional licences or upgrades necessary to cure the breach in accordance with the then current Price List.   
  4. If the Licensee fails to remedy a breach in accordance with clause 15.3, or the breach is unable to be remedied, Aeronet may terminate this licence immediately by written notice to the Licensee.

16. AFFILIATES

  1. The Licensee forms part of a business structure which sees employees of Affiliates undertaking work for the Licensee.  It is for this reason that Affiliates require access to the Software.  Despite any other clause in this licence, the Licensee warrants that an Affiliate’s Use of the Software will strictly be only for the Licensee’s business.  No Affiliate will be entitled to Use the Software for the Affiliate’s own business without entering a separate licence with Aeronet. 

17. TERMINATION

  1. In addition to any other right of termination available to Aeronet under this licence or at law, Aeronet may by notice in writing to the Licensee terminate this licence if any of the following events shall occur: 
    1. if the Licensee is in breach of any term, condition or provision of this licence (or an obligation imposed on the Licensee by applicable law) and fails to remedy such breach (if capable of remedy) within 20 Business Days of having received written notice of such breach from Aeronet; or 
    2. if the Licensee, being a body corporate, shall present a petition or have a petition presented by a creditor for its liquidation, or shall convene a meeting to pass a resolution for voluntary liquidation, or shall enter into any liquidation (other than for the purposes of a bona fide solvent reconstruction or amalgamation); shall call a meeting of its creditors, or shall have a receiver of all or any of its undertakings or assets appointed, or shall be deemed by the relevant statutory provisions under the applicable law to be unable to pay its debts. 
  2. Upon termination, the Licensee shall comply with the undertaking specified in clause 8.3(e). 
  3. Termination, howsoever or whenever occasioned, shall be subject to any rights and remedies Aeronet may have under this licence or at law.  
  4. Upon Termination, the license to Use the Software will be revoked, and the Licensee will return any on-premise code to Aeronet or have it destroyed.  A copy of the Licensee’s data will be provided to the Licensee for their ongoing reference and records at the Licensee’s request.

18. CONFIDENTIAL INFORMATION

  1. All information, data, drawings, specifications, documentation, software listings, source or object code which Aeronet or the Licensee may have imparted and may from time to time impart to the other Party, whether relating to the Software or otherwise, is proprietary and confidential.  Each Party hereby agrees that it shall use the same solely in accordance with the provisions of this licence and that it shall not at any time during or after expiry or termination of this licence, disclose the same, whether directly or indirectly, to any third party without the other Party’s prior written consent. 
  2. Subject only to the specific, limited provisions of paragraph 18.1 above, the Licensee further agrees that it shall not itself or through any subsidiary, agent or third party use such confidential information to copy, reproduce, translate, adapt, vary, modify, decompile, disassemble or reverse engineer the Software nor shall the Licensee sell, lease, license, sub-license or otherwise deal with the Software or any part or parts or variations, modifications, copies, releases, versions or enhancements thereof or have any software or other program written or developed for itself based on any confidential information supplied to it by Aeronet. 
  3. The foregoing provisions shall not prevent the disclosure or use by the Licensee of any information which is or late, through no fault of the Licensee, becomes public knowledge or to the extent permitted by law, is independently developed by Licensee, is provided to Licensee by a third party without obligation to Aeronet. 
  4. The provisions of this clause 18 shall survive termination of this licence.

19. FORCE MAJEURE

Aeronet shall be under no liability to the Licensee in respect of anything which, apart from this provision, may constitute breach of this licence arising by reason of force majeure, namely, circumstances beyond the control of Aeronet which shall include (but shall not be limited to) acts of God, perils of the sea or air, fire, flood, drought, explosion, sabotage, terrorism, accident, embargo, riot, civil commotion, including acts of local government and parliamentary authority; inability to supply the Software, materials, breakdown of equipment and labour disputes of whatever nature and for whatever cause arising including (but without prejudice to the generality of the foregoing) work to rule, overtime bars, strikes and lockouts and whether between either of the Parties and any or all of its employees and/or any other employer and any or all of its employees and/or between any two or more groups of employees (and whether of either of the Parties or any other employer).

20. ASSIGNMENT

Except to an Affiliate, the Licensee shall not assign or otherwise transfer all or part of this licence without the prior written consent of Aeronet (which can be withheld in Aeronet’s sole discretion). It is understood and agreed: 

  1. the supply of the Software and any services provided by Aeronet and any other software, services, information and materials provided and all rights, licenses and privileges granted to the Licensee under this licence are granted, provided, licensed and made available to the Licensee for the benefit of the Licensee and its Affiliates, and may be provided, made available, sublicensed or transferred to Affiliates for use and disposition consistent with the terms of this licence only; 
  2. that Affiliates are not entitled to enforce the terms of this licence against Aeronet; and 
  3. that any breach by an Affiliate of the terms of this licence will be deemed a breach of this licence by the Licensee. 

21. WAIVER

Failure or neglect by Aeronet to enforce at any time any of the provisions of this licence shall not be construed nor shall be deemed to be a waiver of Aeronet's rights nor in any way affect the validity of the whole or any part of this licence nor prejudice Aeronet's rights to take subsequent action.

22. HEADINGS

The headings of the terms and conditions in this licence are inserted for convenience of reference only and are not intended to be part of or to affect the meaning or interpretation of any of the terms and conditions of this licence.

23. ​SEVERABILITY

In the event that any of these terms, conditions or provisions shall be determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision shall to that extent be severed from the remaining terms, conditions and provisions which shall continue to be valid to the fullest extent permitted by law.

​24. NOTICES

Any notice to be given by either Party to the other may be sent by recorded delivery to the address of the other Party as such Party may from time to time have communicated to the other in writing and if so sent shall be deemed to be served three days following the date of posting.

25. ​ENTIRE AGREEMENT

This licence constitutes the entire agreement between the parties with respect to the Use of the Software and supersedes all prior or contemporaneous understandings regarding such subject matter.  No amendment to or modification of this licence will be binding unless in writing and signed by Aeronet.  Any translation of this licence is done for local requirements and in the event of a dispute between the English and any non-English versions, the English version of this licence shall prevail. 

26. ​THIRD PARTY ACKNOWLEDGEMENTS

Portions of the Software utilise or include third party software and other copyrighted material. Acknowledgements, licensing terms and disclaimers for such material are provided by Aeronet on Acceptance and the Licensee’s Use of such material is governed by their respective terms.

27. ​LAW

The construction and interpretation of this licence and any matter or dispute arising out of or in connection with it or its termination will be governed by and construed according to the laws of New Zealand and the parties submit to the exclusive jurisdiction of the courts of New Zealand.

28. ACCEPTANCE ​​​​​

 

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