AVIATAR MRO Management

Platform Terms

The following Platform Terms ("Terms") apply for the use of AVIATAR MRO Management as provided by Lufthansa Technik AG, Weg beim Jaeger 193, 22335 Hamburg, Germany ("LHT") by Customer. Customer and LHT individually referred to as a "Party" and collectively referred to as the "Parties".

1. Scope

LHT provides business customers within the meaning of Section 14 German Civil Code ("Customer") and selected employees of the Customer ("User(s)") with access to AVIATAR MRO Management and the Customer may use AVIATAR MRO Management during the term of the Terms. AVIATAR MRO Management is a tool for the communication between maintenance, repair and overhaul companies ("MRO"), airlines and other third parties. AVIA-TAR MRO Management is provided free of charge, unless otherwise agreed.

2. Acceptance, Administration and Users

By accepting these Terms the User con-firms and warrants to be authorized to accept these Terms on behalf of the Customer the User is acting for. LHT provides the Customer with specific administrator accounts for the creation, management and deletion of accounts for Users. The Customer undertakes and warrants to take appropriate measures to prevent the misuse of the User's accounts and to select its Users carefully and ensure that only adequately trained and qualified Users will use a user account. Any acts and/or omissions of the Users in respect to the use of AVIATAR MRO Management will be regarded as the Customer's own acts and/or omissions.

3. Platform services and terms

AVIATAR MRO Management is web-based. To use AVIATAR MRO Management a device that meets the current system and compatibility require-ments for the relevant content, a working internet access and compatible (for example browser) software is required, as indicated on AVIATAR MRO Management. The fulfilment of the re-spective system requirements is the Customer's responsibility. LHT may publish updated ver-sions of AVIATAR MRO Management. LHT may maintain AVIATAR MRO Management only for specific web browsers or versions of web browsers and shall inform Customer with appro-priate prior notice accordingly. Customer may need to install system- and other/related (soft-ware) updates to continue to use AVIATAR MRO Management.

4. Use of AVIATAR MRO Management

AVIATAR MRO Management is only designed as an additional information source and/or facilitating means and do not replace any required information systems available to the Customer. It therefore is the Customer's responsibility to verify whether the use of AVIATAR MRO Management is in compliance with applicable laws, the requirements of the competent aviation authority, the approving authority of the Customer, aircraft operator, owner or lessee and the Customer's contractual obligation towards third par-ties, as applicable. Customer shall be responsible for processing data and information made available via AVIATAR MRO Management in Customer's IT- and/or other systems. Customer shall not use and shall ensure that any User shall not use AVIATAR MRO Management (i) to infringe Customer's contractual obligations vis-a-vis third parties; (ii) to infringe third parties' rights, including without being limited to, intellectual property rights, trade secrets and personal rights; (iii) for any acts or omissions which conflict with any applicable laws or administrative regulations; (iv) for means that would potentially harm the goodwill and/or reputation of LHT and/or a company controlling, controlled by or under common control with LHT, and/or (v) to transmit content containing viruses or other malware.

5. General IP License for AVIATAR

Unless otherwise agreed, LHT grants Customer a non-exclusive, worldwide and non-transferable right to use AVIATAR MRO Management in accordance with the Terms, however limited by the term and the terms and conditions of the Terms and without the right to sublicense. The Parties may agree that the right to use shall be limited to certain locations operated by Customer. Customer shall not copy AVIATAR MRO Management to other storage devices, make available or distribute copies of AVIATAR MRO Management to third parties nor reverse engineer, decompile, disassemble, or in any way derive source code from AVIATAR MRO Management unless and to the extent permitted by applying statutory provisions. LHT grants the Customer a non-exclusive right, unlimited in time, to use any data and/or information made available via AVIATAR MRO Management within the scope and in accordance with the Terms. Nothing in Article 5 shall prejudice Customer from using and disclosing raw Customer Data at its discretion. The use of data and/or information which has been made available via AVIATAR MRO Management and which is used and/or deployed by Customer beyond the term of the Terms shall continue to comply with the require-ments and conditions set forth in the Terms. Nothing in the Terms shall constitute an obligation of any kind by LHT to archive information, data and reports made available via AVIATAR MRO Management to the Customer during and beyond the term of the Terms.

6. Customer Data

The use AVIATAR MRO Management requires that the Customer provides LHT with data which are defined and designated to originate from Customer ("Cus-tomer Data"). The Customer warrants and represents that all Customer Data provided are in compliance with applicable laws, including laws regarding protection of personal data as de-fined by Article 4 para. 1 GDPR ("Personal Data"), and is free from any third party rights. Unless expressly otherwise agreed and specified in the respective Supplement(s), Customer grants LHT a non-exclusive, free-of-charge, worldwide, non-transferable license to use Cus-tomer Data solely for and strictly limited to the purposes of the Terms as well as for the purpose of testing and developing AVIATAR and/or AVIATAR MRO Management and/or related ser-vices, including the right to sublicense. LHT shall have the right to use anonymized data based on Customer Data and/or information derived from Customer Data to, inter alia, further develop and/or test additional functionalities of AVIATAR and/or AVIATAR MRO Management and/or related services during and beyond the term of the Terms and such use shall not constitute a breach by LHT of the obligations contained in the Terms. Unless expressly agreed otherwise, the Customer Data shall not include Personal Data. In case Customer Data will include Per-sonal Data, the Parties shall agree on supplemental terms (e.g. a data processing agreement) as to be provided by LHT to ensure that processing will meet the requirements of the General Data Protection Regulation (Regulation [EU] 2016/679).

7. Term and Termination

Each Customer can terminate the profile including the associated User profiles via AVIATAR MRO Management or by sending an email to LHT's service centre (terms@aviatar.com). Before terminating a profile, LHT may request the Customer to confirm the termination and then will deactivate the profile of the Customer within the next seven (7) days and shall delete the respective profile data in accordance with applicable law. LHT may discontinue and terminate the operation of AVIATAR MRO Management and shall inform Customer with a notice period of at least one (1) month. LHT may terminate the profile of any User and/or Customer at any time in case a User and/or Customer does not comply with the Terms. User and/or Customer shall be notified of such termination by LHT. A termina-tion does not affect the Customer's duties with respect to the use of AVIATAR MRO Manage-ment before the termination becomes effective unless expressly stated otherwise by LHT. Be-fore or instead of a termination of a Customer's and/or User's profile, LHT may at its sole discretion also limit the access of a Customer and/or User to the functionalities of AVIATAR MRO Management. This applies in particular to cases of inappropriate use of AVIATAR MRO Management or to cases in which such action is deemed necessary by LHT in its reasonable discretion to defend against inappropriate content, malware, computer viruses and other tech-nical or commercial threats to AVIATAR MRO Management, LHT, other Customers or other Users.

8. Uptime and service level

LHT will undertake reasonable efforts to correct any errors, bugs and defects by means of updates and bug fixes in a timely manner. LHT shall use rea-sonable efforts to make and maintain AVIATAR MRO Management available via the internet. However, like other online services, the uptime and availability of AVIATAR MRO Management depends on services by third parties and also requires technical maintenance. AVIATAR MRO Management might temporarily be unavailable or only available with limited functionality.

9. Warranty and Liability

Any information provided via AVIATAR MRO Management is prepared and/or generated with care and expertise. LHT warrants that the algorithms of AVIATAR MRO Management will perform in material conformity with specifications set forth in the Terms. LHT shall remedy a malfunction as set forth in Article 8. No warranty is given that the conclusions and recommendations provided by AVIATAR MRO Management are without de-fects or complete. Customer is responsible for the validation of any conclusions and recom-mendations generated by AVIATAR MRO Management. The information might also be subject to changes. No information given via AVIATAR MRO Management shall be deemed as an acknowledgement or as giving prejudice regarding a warranty breach or breach of contract by LHT in relation to other agreements between the Parties. AVIATAR MRO Management mainly processes data made available by the Customer to LHT. Therefore, LHT does not accept any liability for damages caused by unavailable, incomplete and/or incorrect data. LHT shall be liable for damages resulting from injury to life, body or health for damages resulting from inten-tionally or grossly negligent acts or omissions by LHT, an employee or representative of LHT, any fraudulently concealed defects or breaches of any given guarantees, in accordance with the statutory provisions. In all other cases not referred to in this Article 9 LHT shall be solely liable for damages resulting from acts or omissions of slight negligence by LHT, an employee or representative of LHT, in events of a breach of a cardinal duty, meaning a duty on whose performance the other Party can reasonably rely. In this case LHT's liability shall be limited to the typical, foreseeable damage (excluding loss in profits and indirect and consequential dam-ages) and in any case limited per calendar year to a maximum total amount of the fees paid by the Customer. The limitation of liability as mentioned in this Article applies mutatis mutandis to the personal liability of employees or representatives of LHT.

10. Indemnification

The Customer shall also indemnify and hold harmless LHT its direc-tors, officers, employees, agents and Subcontractors from and against all claims of third parties related to (i) the use of AVIATAR MRO Management by Customer which is not in compliance with the Terms; and/or (ii) claims of third parties based on the allegation that the use of the Customer Data via AVIATAR MRO Management infringes any rights of a third party; and/or (iii) claims of a third party, including administrative orders, based on the allegation that the use of AVIATAR MRO Management by the Customer infringes any applicable law or rights of a third party, unless LHT expressly gave a warranty for the compliance of AVIATAR MRO Man-agement in this respect.

11. Confidentiality

The Parties agree to keep all confidential information which becomes known to them during the performance of the Terms strictly confidential and only to use such information for the contractually agreed purposes. Confidential information for the purpose of this provision shall mean information, documents, details and data, which is marked as such or is to be seen as confidential because of its nature. LHT and Customer agree to allow only such of its employees, who are entrusted with the provision of services in the course of the Terms, access to the confidential information of LHT. The Parties agree at the request of the respective other Party to require their employees to sign an appropriate confidentiality decla-ration and to present this to the respective other Party. The Parties shall not seek to register intellectual property rights in respect of confidential information of the other Party. If confidential information within the above definition is requested by a public authority, then the other Party shall be informed without delay and before the information is supplied to the public authority. The rights and obligations as set out in this Article 11 shall not be affected by the termination of the Terms. The Parties agree, at the option of the other Party, to return or destroy the con-fidential information of the other Party upon termination of the Terms, to the extent that such information is still available.

12. Data protection

LHT and AVIATAR MRO Management comply with the legal require-ments pursuant to applicable data protection law. For more information on how LHT collects and uses data relating to the use and performance of AVIATAR MRO Management, please refer to our privacy-terms.

13. Updates of the Terms

LHT reserves the right to make non-material changes to the Terms. Customers shall receive the amended Terms via email and/or via a notification in the interface before the new Terms come into effect. The latest revision date is stated at the be-ginning of the document. In the event that a customer does not object the new Terms within two weeks after receiving the email and/or notification, the new Terms are deemed accepted. In the event that a customers objects the new Terms, LHT may terminate the agreement with the customer and all User's profile for this customer.

14. Disputes, applicable law and jurisdiction

These Terms will be subject to, inter-preted and construed in accordance with the laws of Germany. Place of jurisdiction for all disputes resulting from or based on the use of the App is Hamburg, Germany.

15. Miscellaneous

(a) LHT may engage subcontractors. Any engagement of a subcon-tractor shall not affect LHT's obligations vis-à-vis the Customer under the Terms.

(b) Customer may not assign any of its rights and/or obligations under the Terms or part thereof without the prior written consent of LHT. Customer agrees that LHT may assign any of its rights and/or obligations under the Terms in total or in part to a company directly or indirectly controlled by or jointly held with a third party by Deutsche Lufthansa Aktiengesellschaft. Customer shall be informed by LHT about such assignment in due time.

(c) The Terms shall not be varied in terms or amended except by an instrument in writing explicitly named an amendment and signed by duly authorized representatives of the Parties. Verbal agreements reached during the negoti-ations or during the period of the Terms shall not be binding upon either Party unless and until mutually confirmed in writing.

(d) In connection with the use of AVIATAR MRO Management (as deemed appropriate and technically feasible) the Parties shall comply with applicable ex-port laws and regulations of the European Union, Germany, the United States and those of other relevant foreign jurisdictions (hereinafter referred to as "Export Control Regulations"), including compliance requirements set forth under the U.S. Export Administration Regulations (EAR), 15 CFR Parts 730-774 and International Traffic in Arms Regulations (ITAR), 22 CFR Parts 120-130. The Customer and its Users shall use AVIATAR MRO Management for civil aviation purposes only and confirms that AVIATAR MRO Management (as deemed appropri-ate and technically feasible) will not be used for military purposes. For the avoidance of doubt military purposes include transactions involving governmental entity, aircraft with military reg-istration and/or military classified materials. Military classification shall mean US military goods subject to the International Traffic in Arms Regulations (ITAR) and/or military goods covered by applicable Export Control Regulations (e.g. as listed in the Export Control List of the German Foreign Trade Legislation). Users shall not release any technology controlled under applicable Export Control Regulations when using AVIATAR MRO Management (as deemed appropriate and technically feasible). It is LHT's right to exclude any Customer or User who is not in com-pliance with applicable Export Control Regulations in connection with the use of AVIATAR MRO Management. In case AVIATAR MRO Management (or parts of those) require an export license or other authorization under applicable Export Control Regulations, the performance of such services shall be contingent upon the grant of such license or authorization by the responsible authority. In the event such export license or other authorization is not granted or the performance of the services as intended by the Terms is not otherwise permitted, Customer and LHT shall negotiate in good faith to modify the Terms accordingly.

(e) Customer shall remain legally responsible for any and all of its operations and corresponding relations with authorities, government agencies and other third parties such as aircraft and component man-ufacturers and/or MRO service providers. This explicitly includes (if and to the extent applica-ble), but is not limited to, any and all responsibilities as an operator of aircraft and/or operations as an MRO service provider.

 

Last updated April 26, 2021