Airporio Licence Agreement — airlines — v1
⚠️ DRAFT FOR REVIEW — NOT YET BINDING.
Airporio wrote this to describe, in plain English, what the software actually does and what each side would be agreeing to. It has not been reviewed by a lawyer. Anyone may read it — including a carrier deciding whether to apply — and nobody may yet accept it: the code refuses to present a draft for acceptance, so no acceptance can be recorded against this version.
Before this binds anyone a lawyer must review it, and every [TO CONFIRM] must be filled in: the contracting entity, governing law and courts, payment terms, notice periods, the liability cap, the notice addresses, and the onboard terms marked below, which an airline's own IT and safety people will want to see.
Each kind of business has its own agreement. This one is for airlines.
1. Who this is between
This agreement is between [TO CONFIRM: the Airporio legal entity, its registered number and address] ("Airporio", "we", "us") and the airline named in the approved application ("you", "your", the "Carrier"). It applies from the day you accept it until it ends under section 13.
2. What the words mean
- Games — the games in the Airporio catalogue that we make available for licensing.
- Platform — the Airporio service that serves the Games, counts usage, and the airline portal your team signs into at airlines.airporio.com.
- Fleet — the aircraft this licence covers, as stated in your quotation and recorded in the portal.
- Onboard Deployment — the Platform installed on your aircraft, on a seatback system or a wireless server that passengers reach from their own devices.
- Passenger Channel — any other place we agree in writing that you may show the Games: your app, your website, or a lounge screen.
- Quotation — the priced statement generated in your portal and confirmed by us, which says what the Fleet is, what the rate is and what it totals.
- Term — the period your Quotation covers, and any renewal of it.
- Passengers — the people who play the Games on your aircraft or in a Passenger Channel.
3. What we grant you
While this agreement is in force and the fees are paid, we grant you a non-exclusive, non-transferable, revocable right to:
- run the Games you have selected on the aircraft in your Fleet, through an Onboard Deployment; and
- show those Games in a Passenger Channel we have agreed in writing.
Nothing else is granted. We keep ownership of the Games, the Platform and everything in them.
4. What you may not do
You may not:
- copy, decompile, modify or repackage a Game, or install it on anything outside the Fleet and the agreed Passenger Channels;
- extend the Games to aircraft the Quotation does not cover without telling us and agreeing the change;
- remove, hide or alter any Airporio name, notice or age rating shown with a Game;
- charge Passengers for a Game, or place the Games beside content that is adult, hateful, gambling-related, illegal or otherwise unsuitable for an all-ages service;
- sublicense the Games, or present them as your own product;
- put advertising inside or over a Game, or use the Games to collect data about Passengers beyond what your entertainment system normally collects.
5. Onboard deployment
- How it gets there. We provide the build; your systems integrator installs it in the same way it installs other entertainment content. [TO CONFIRM: who performs the load, and the media and process — this is the clause your integrator will read first.]
- Certification. You are responsible for any airworthiness or system certification your authority requires for content on your aircraft; we will provide what we have to support it.
- Playing without a connection. The Games run onboard with no connection to the ground. Games that play against other people do so between passengers on the same aircraft.
- Counting. Onboard play is counted by your system and reconciled when the aircraft has a connection, so figures may lag. [TO CONFIRM: whether usage reporting is contractual, and how often.]
- Updates. We issue new builds; you decide when to load them. [TO CONFIRM: any obligation to take updates within a period, which matters for security fixes.]
6. Advertising and what passengers see
The Games carry no advertising, no in-game purchases and no third-party tracking, and we do not sell passenger data. Every Game carries the age rating its publisher gave it, shown wherever the Game is.
7. Your brand
Onboard, the Games sit inside your entertainment system and under your brand. You may say that you carry Airporio games and use the Airporio name for that purpose. We may name you and show your logo as a customer unless you tell us not to.
8. What we will do
- Provide the Games and the Platform with reasonable skill and care, and provide a build suitable for your system.
- Tell you about changes, including the withdrawal of a Game you have selected, in time for your next load.
- Support. Your team raises requests in the airline portal. [TO CONFIRM: response times and any service credits — an airline will expect both.]
9. What you will do
- Keep the Fleet figure in your portal accurate, and tell us when it changes materially.
- Keep portal credentials safe, and tell us promptly if you believe someone else has them.
- Make sure what you show onboard complies with the law where you fly, including rules about content shown to children.
- Pay on time.
10. Money
- You pay what the confirmed Quotation says, for the Term. The rate may be a fee for the Fleet, a rate per aircraft, or both, and the Quotation states which and shows the lines.
- Fees exclude VAT, withholding and other taxes, which you pay if they apply.
- [TO CONFIRM: invoicing — annually or monthly in advance, payment days, and what happens to the rate when the Fleet grows or shrinks mid-Term.]
- If payment is not made after we have asked, we may suspend under section 14. Suspension does not cancel what is already owed.
- We may change the rate for a renewal Term by telling you at least [TO CONFIRM: notice period] beforehand. Rates do not change inside a Term already agreed.
11. Passenger data
Playing a Game needs no account and no personal data. Onboard, play is recorded by your system; what reaches us is counts, not passengers. Our privacy policy at airporio.com/privacy describes what the Platform holds. [TO CONFIRM: whether a data processing addendum is needed, and in which jurisdictions — an airline's privacy office will ask.]
12. The catalogue changes
We add Games, and occasionally a Game is withdrawn, for example when we lose the right to offer it. We will tell you before your next load. If a withdrawal materially reduces what you licensed, you may end this agreement under 13.4.
13. Ending this agreement
- Asking to end it. Your team asks in the airline portal, saying why. We confirm with you, agree an end date, and the Games keep working on your aircraft until that date. An airline's licence is not ended by a button press: aircraft are loaded months ahead and an entertainment system going dark mid-schedule helps nobody.
- The end date. Unless we agree otherwise, it is the end of the Term you have paid for. We will tell you the date in writing and it is the date serving stops.
- We may end this agreement on [TO CONFIRM: notice period] notice, or immediately if you break section 4, if payment is not made after we have asked, or if what is being shown puts passengers or our other customers at risk.
- Either side may end it if the other breaks it seriously and does not put it right within 30 days of being told.
- When it ends you remove the Games at your next maintenance opportunity and stop showing them in any Passenger Channel. Sections 14 to 19 survive.
14. Suspension
We may suspend the Platform's services to you immediately if we reasonably believe the Games are being shown somewhere this agreement does not cover, or that continuing would harm passengers, our players or the Platform. We will tell you why and restore as soon as the reason has gone. Suspension does not reach into an aircraft that is flying: what is already installed keeps working until your next load.
15. What we promise, and what we do not
We promise that we have the right to grant this licence, and that we will provide the Platform with reasonable skill and care. Otherwise it is provided as it is: we do not promise it will be uninterrupted or error-free, that it will suit a purpose you have in mind, or that any particular number of passengers will play.
16. If something goes wrong
[TO CONFIRM: the liability position, which for an airline contract is usually negotiated. The usual shape: neither side excludes liability for death or personal injury caused by negligence, for fraud, or for anything that cannot be excluded by law; neither side is liable for indirect or consequential loss, or for lost profits, revenue or data; each side's total liability is capped at the fees paid in the twelve months before the claim.]
17. Confidentiality
Each side will keep the other's confidential information confidential and use it only for this agreement. This does not cover information that is already public, that the receiving side already had, or that the law requires to be disclosed.
18. Changes to this agreement
We may change this agreement for a renewal Term by telling you at least [TO CONFIRM: notice period] before it starts. If you do not accept a change you may let the Term run out. We record which version you accepted and when, and that record cannot be edited afterwards.
19. The rest
- Transfer. Neither side may transfer this agreement without the other's written consent, which will not unreasonably be withheld. Either may transfer it to a company that takes over its business.
- No partnership. Nothing here makes either side the other's agent or partner.
- Notices. Notices go to the contact on your account, and to [TO CONFIRM: Airporio's notice address].
- Whole agreement. This agreement, the confirmed Quotation and anything we have signed together are the whole of what has been agreed.
- If part fails. If any part cannot be enforced, the rest still stands.
- Law and courts. [TO CONFIRM: governing law, and the courts that decide disputes.]