Licence agreement · Hotels and venues

Airporio Licence Agreement — hotels and venues — 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 hotel or venue operator 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 terms marked below, which your own IT and legal people will want to see.

Each kind of business has its own agreement. This one is for hotels and venues.

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 hotel or venue operator named in the approved application ("you", "your", the "Operator"). 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 back office your team signs into.
• Fleet — the properties this licence covers, as stated in your quotation and recorded in the portal.
• Onboard Deployment — the Platform installed at your properties, on the system your guests already use or on a server they reach from their own devices.
• Guests Channel — any other place we agree in writing that you may show the Games: your guest portal, your app, or a screen in a lobby or family area.
• 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.
• Guests — the people who play the Games at your properties or in a Guests 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:

1. run the Games you have selected at the properties in your Fleet, through an Onboard Deployment; and
2. show those Games in a Guests 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:

1. copy, decompile, modify or repackage a Game, or install it on anything outside the Fleet and the agreed Guests Channels;
2. extend the Games to properties the Quotation does not cover without telling us and agreeing the change;
3. remove, hide or alter any Airporio name, notice or age rating shown with a Game;
4. charge Guests for a Game, or place the Games beside content that is adult, hateful, gambling-related, illegal or otherwise unsuitable for an all-ages service;
5. sublicense the Games, or present them as your own product;
6. put advertising inside or over a Game, or use the Games to collect data about guests beyond what your own systems normally collect.

5. How it is set up

1. Where it runs. On the in-room system, on your guest Wi-Fi portal, or both, as your quotation says. [TO CONFIRM: which of these this licence covers, and who installs it.]
2. One property or many. The quotation names the properties covered. Adding a property is a change to the quotation, not something to do quietly.
3. Playing without a connection. Where the Games are installed on an in-room system they run without the internet; where they are served through your portal they need it.
4. Counting. Play is counted per property and shown in your back office. [TO CONFIRM: whether usage reporting is contractual, and how often.]
5. Updates. We issue new builds; your team applies them, or we do if we serve the portal.

6. Advertising and what guests 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

The Games sit inside your own system and under your brand. You may say that you offer 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

1. Provide the Games and the Platform with reasonable skill and care, and provide a build suitable for your system.
2. Tell you about changes, including the withdrawal of a Game you have selected, in time for your next load.
3. Support. Your team raises requests with us. [TO CONFIRM: response times and any service credits — a hotel group will expect both.]

9. What you will do

1. Keep the number of properties in your quotation accurate, and tell us when it changes materially.
2. Keep your credentials safe, and tell us promptly if you believe someone else has them.
3. Make sure what you show onboard complies with the law where you fly, including rules about content shown to children.
4. Pay on time.

10. Money

1. You pay what the confirmed Quotation says, for the Term. The rate may be a fee for the Fleet, a rate per property, or both, and the Quotation states which and shows the lines.
2. Fees exclude VAT, withholding and other taxes, which you pay if they apply.
3. [TO CONFIRM: invoicing — annually or monthly in advance, payment days, and what happens to the rate when the Fleet grows or shrinks mid-Term.]
4. If payment is not made after we have asked, we may suspend under section 14. Suspension does not cancel what is already owed.
5. 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. Play is recorded by your system; what reaches us is counts, not guests. 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 — your 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 update. If a withdrawal materially reduces what you licensed, you may end this agreement under 13.4.

13. Ending this agreement

1. Asking to end it. Your team asks us, saying why. We confirm with you, agree an end date, and the Games keep working at your properties until that date.
2. 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.
3. 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 guests or our other customers at risk.
4. Either side may end it if the other breaks it seriously and does not put it right within 30 days of being told.
5. When it ends you remove the Games at your next maintenance opportunity and stop showing them in any Guests 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 guests, our players or the Platform. We will tell you why and restore as soon as the reason has gone. Suspension does not reach into a property already in service: what is installed keeps working until your next update.

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 guests will play.

16. If something goes wrong

[TO CONFIRM: the liability position, which for a contract of this size 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

1. 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.
2. No partnership. Nothing here makes either side the other's agent or partner.
3. Notices. Notices go to the contact on your account, and to [TO CONFIRM: Airporio's notice address].
4. Whole agreement. This agreement, the confirmed Quotation and anything we have signed together are the whole of what has been agreed.
5. If part fails. If any part cannot be enforced, the rest still stands.
6. Law and courts. [TO CONFIRM: governing law, and the courts that decide disputes.]