Airporio Licence Agreement — rail and coach operators — 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 rail or coach 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 rail and coach operators.
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 rail or coach 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 trains this licence covers, as stated in your quotation and recorded in the portal.
- Onboard Deployment — the Platform installed at your trains, on the system your passengers already use or on a server they reach from their own devices.
- Passengers Channel — any other place we agree in writing that you may show the Games: your app, your website, or your onboard portal.
- 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 at your trains or in a Passengers 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 at the trains in your Fleet, through an Onboard Deployment; and
- show those Games in a Passengers 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 Passengers Channels;
- extend the Games to trains 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 own systems normally collect.
5. Onboard deployment
- How it gets there. Either we serve the Games over your onboard Wi-Fi portal, or your team installs the build on the onboard server. [TO CONFIRM: which of the two this licence covers, and who installs it.]
- Playing between stations. The Games run with no connection to the ground, which matters on a route that loses signal in tunnels and cuttings. Games played against other people are played between passengers on the same train.
- Journeys are short. Nothing here obliges us to tune the catalogue to journey length, but we will tell you which Games suit short trips if you ask.
- Counting. Play is counted onboard and reconciled when the train 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 install them. [TO CONFIRM: any obligation to take security updates within a period.]
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
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
- 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 with us. [TO CONFIRM: response times and any service credits — an operator of this size will expect both.]
9. What you will do
- Keep the number of trains in your quotation accurate, and tell us when it changes materially.
- Keep your 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 train, 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. 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 — 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
- Asking to end it. Your team asks us, saying why. We confirm with you, agree an end date, and the Games keep working on your trains until that date.
- 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 Passengers 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 a train 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 passengers 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
- 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.]