DEVELOPER TERMS OF SERVICE

Version 1.0, effective as of 16 December 2021

INTRODUCTIONRead the “INTRODUCTION” section

This document sets out the terms and conditions which apply when you (the "Developer" or "you") use the Navigraph Data Delivery Tools or use any other tools or functions available on the Developer Website (the "Developer Terms").

It is important that you read the Developer Terms carefully before using the Navigraph Data Delivery Tools or otherwise use or interact with the Developer Website.

GUIDING PRINCIPLESRead the “GUIDING PRINCIPLES” section

When reviewing these Developer Terms, please keep in mind the following guiding principles:

• Our users are very important to us. Let's work together to give them a fantastic flight simulation experience. While doing so, please respect their data and privacy.

• Our service wouldn't have been possible without the datasets delivered to us by our data providers. Please respect their work. We work hard to make sure that all data provided by us is fully licensed so that we can compensate our data providers. We have an obligation and a responsibility to make sure this is reflected in what we support (and restrict) on our platform.

• While we all strive to achieve an experience which is "as real as it gets", you may never use the data we provide for real world applications outside of flight simulation. The data is intended to improve our users' flight simulation experience and must not be used for anything else.

1. ACCEPTANCE AND SCOPE OF THE DEVELOPER TERMSRead the “1. ACCEPTANCE AND SCOPE OF THE DEVELOPER TERMS” section

1.1.Read the “1.1.” section

The Developer Agreement (the "Developer Agreement") is comprised of the following documents:

a) these Developer Terms;

b) our terms of service (https://navigraph.com/legal/terms-of-service) (the "TOS");

c) our brand guidelines (https://navigraph.com/legal/brand-guidelines) (the "Brand Guidelines");

d) the Documentation.

1.2.Read the “1.2.” section

In the event of a contradiction between these Developer Terms and any other documents listed in Sections 1.1(b) – 1.1(d) above, the content of these Developer Terms shall take precedence. In the event of a contradiction between any of the documents listed in Sections 1.1(b) – 1.1(d) above, they shall take precedence in the alphabetical order set out above. For the avoidance of doubt, any amendment or newer versions of the documents comprising the Developer Agreement shall take precedence in relation to older documents of the same category.

1.3.Read the “1.3.” section

In order to access and use the Navigraph Data Delivery Tools, you need to accept the Developer Terms and enter into the Developer Agreement. If you use the Navigraph Data Delivery Tools, you will be deemed to have accepted the Developer Agreement and entered into a legally binding contract with Navigraph KB, corp. reg. no. 969697-0640 ("Navigraph", "we", "us"). Your use of the Navigraph Data Delivery Tools is subject to, and limited by, the Developer Agreement.

If you are intending to develop on behalf of an organization or legal entity, you accept and agree to the terms of the Developer Agreement on behalf of such organization or legal entity. You hereby warrant that you have the authority to bind that organization or legal entity to the terms of the Developer Agreement. In such case, any reference in these Developer Terms to "you" or "yours" will refer to that organization or legal entity.

1.4.Read the “1.4.” section

You and Navigraph are independent contracting parties and nothing in the Developer Agreement shall be construed or interpreted as if there exists a joint venture, partnership, agency or fiduciary relationship between you and Navigraph.

1.5.Read the “1.5.” section

Any capitalized terms used in these Developer Terms shall, unless otherwise defined herein, have the meaning set out in the TOS, Brand Guidelines or any other document forming part of the Developer Agreement.

2. DEFINITIONSRead the “2. DEFINITIONS” section

In these Developer Terms, the following definitions shall apply (unless otherwise clearly defined herein):

3. LICENSE GRANT TO DEVELOPER AND GENERAL LIMITATIONSRead the “3. LICENSE GRANT TO DEVELOPER AND GENERAL LIMITATIONS” section

3.1.Read the “3.1.” section

Subject to the terms of the Developer Agreement Navigraph hereby grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable right during the Term to:

a) develop and distribute Developer Applications to End-Users for: (i) private personal use; or (ii) limited commercial use (limited in accordance with Sections 4 below); and

b) access Navigraph Data, only in the format the data is provided through the Navigraph Data Delivery Tools without making any copies thereof (other than caching copies), for the sole purpose of developing and operating the Developer Application.

3.2.Read the “3.2.” section

Unless otherwise expressly set out in these Developer Terms, neither you nor Navigraph grants to the other party any intellectual property rights or other propriety rights. For the avoidance of doubt, this implies that Navigraph (or, as applicable, our licensors) always retain all intellectual property rights and other proprietary rights (including, without limitation, patent, trademark, copyright and trade secret rights) in and to the Navigraph Service, the Navigraph Data Delivery Tools and the Navigraph Data.

3.3.Read the “3.3.” section

For the sake of clarity, to the extent any restrictions, limitations or requirements set out in these Developer Terms reference that you may or may not take a particular action, use the Navigraph Data or any Navigraph Data Delivery Tools in a particular manner or similar, such restrictions, limitations and requirements imply that you must ensure that the Developer Application does not make it possible for End-Users to violate such restrictions, limitations or requirements.

4. PURPOSE RESTRICTIONSRead the “4. PURPOSE RESTRICTIONS” section

4.1.Read the “4.1.” section

The restrictions on the use of the Navigraph Service set out in Section 3 of the TOS shall apply also to your use of the Navigraph Data Delivery Tools and the development and distribution of any Developer Application. Consequently, the Navigraph Data Delivery Tools and the Navigraph Data may only be used to develop Developer Applications to be used (privately or commercially) for Game-based Learning in Personal Computer Flight Simulator Software where "Game-based Learning" refers to Gaming explicitly designed for educational purposes, or which have incidental or secondary educational value; and "Gaming" means the activity of using a personal computer for problem solving for the purpose of amusement, entertainment, or passing time.

4.2.Read the “4.2.” section

The limitation set forth in Section 4.1 above implies, in particular, that you may not use the Navigraph Data Delivery Tools or the Navigraph Data for the purposes of developing a Developer Application:

a) to be used in real world navigation;

b) to be used in training or education organized by a flight school, or used for the purposes of logging flight hours towards any type of pilot’s license;

c) to be used in training or education organized by any military center, organization or similar;

d) to be used in training or familiarization as part of any professional occupation;

e) to be used in research projects conducted by a school, university, governmental institution or authority, research institution, consultancy firm, or similar.

4.3.Read the “4.3.” section

You may not use the Navigraph Data Delivery Tools or the Navigraph Data to develop certain types of applications, for example you may not develop Developer Applications which primary function is to deliver data, or which primarily consist of APIs or software development kits ("SDK") with the primary purpose of supporting other software.

4.4.Read the “4.4.” section

In general, you may only use the Navigraph Data Delivery Tools or the Navigraph Data to develop a Developer Application which is an End-User application. Furthermore, you may not:

a) resell the Navigraph Data to any third party;

b) introduce extra charges, fees or costs on End-Users using the Developer Application, solely on the basis of the Developer Application incorporating the Navigraph Data or otherwise implementing the Navigraph Data Delivery Tools;

c) use the Navigraph Data (including any personal details contained therein) to build or create a customer database of your own.

5. RESTRICTIONS REGARDING USE OF THE NAVIGRAPH DATA DELIVERY TOOLS OR NAVIGRAPH DATARead the “5. RESTRICTIONS REGARDING USE OF THE NAVIGRAPH DATA DELIVERY TOOLS OR NAVIGRAPH DATA” section

5.1.Read the “5.1.” section

The following Section sets out limitations and restrictions on how you (technically or practically) may use the Navigraph Data Delivery Tools, any specific Navigraph API or Navigraph Data in your development.

5.2.Read the “5.2.” section

You may not implement the Charts API in any physical device which is not part of an active simulator session using the Navigraph Data. You may not (nor may the relevant Developer Application facilitate the possibility to) copy, save or store Charts Data in any offline environment. Charts Data shall only be used in an online environment, during an active simulator session, and you must ensure that your Developer Application does not make it possible for End-Users to store, access or use the Charts Data offline.

For the avoidance of doubt, the restriction in this Section 5.2 shall not apply to "intelligent caching" of the Charts Data strictly necessary for the proper function of the Developer Application or the Navigraph Service.

5.3.Read the “5.3.” section

You may only use the Navigraph APIs made publicly available by Navigraph on the Developer Website. Furthermore, you may not use the Navigraph APIs or the Navigraph Data to attempt to discern End-User usage patterns, preferences, or other information not explicitly provided by, or through, the Navigraph APIs.

5.4.Read the “5.4.” section

Unless otherwise expressly permitted by Navigraph in writing, you may not use Navigation data to create your own charts.

5.5.Read the “5.5.” section

You must ensure that the Developer Application does not put an undue burden or stress on the Navigraph APIs. Navigraph reserves the right to limit such Developer Application’s access to the Navigraph Data and will, where reasonable, provide you with information on an alternative Navigraph Data Delivery Tool which may be more suitable for your Developer Application.

5.6.Read the “5.6.” section

You may not mix or combine any Navigraph Data with navigational or chart data received from any other data source, e.g. data from competitors of Navigraph (or its data providers or licensors) or governmental authorities ("Third Party Data"). For the purpose of this Section 5.6, mix or combine shall mean the act of merging datasets of the same object type in the same geographical region, where object type shall mean e.g. runway, gate, airport, navaids or airspace. The aforementioned prohibition shall, however, not apply in relation to:

a) mixing or combining datasets of other object types than those provided by Navigraph;

b) mixing or combining datasets of the same object type if geographical coverage is missing in the relevant Navigraph Data; or

c) replacing the Navigraph Data, in its entirety, with Third Party Data.

If you intend to mix, combine or replace Navigraph Data in accordance with (a) – (c) above, such actions are only allowed to the extent you ensure that (i) the End-User is clearly made aware of the fact that they are no longer using Navigraph Data or, as applicable, that the Navigraph Data has been mixed or combined with Third Party Data and (ii) the End-User is informed of the origin of such Third Party Data.

6. BRAND AND MARKETING RESTRICTIONSRead the “6. BRAND AND MARKETING RESTRICTIONS” section

6.1.Read the “6.1.” section

You may not, without the prior written consent of Navigraph (or, as applicable, our data suppliers or licensors, including Jeppesen), give the Developer Application a name or otherwise market the Developer Application using Navigraph’s (or our data suppliers’ or licensors’) business names, trademarks, brands or similar.

6.2.Read the “6.2.” section

You may not, without the prior written consent of Navigraph (or, as applicable, our data suppliers or licensors) present or market the Developer Application in a way giving the impression that the Developer Application is endorsed, preferred or otherwise recommended by Navigraph (or our data suppliers or licensors).

6.3.Read the “6.3.” section

All of your use of Navigraph’s business names, trademarks, brands or similar must at all times comply with the Brand Guidelines.

7. SPECIFIC REQUIREMENTSRead the “7. SPECIFIC REQUIREMENTS” section

7.1.Read the “7.1.” section

When distributing a Developer Application which uses the Navigraph APIs to End-Users, you must introduce technical measures to assist Navigraph (including providing Navigraph with all relevant information) in confirming that the relevant End-User has a valid Account to access and use the relevant parts of the Navigraph Service. If an End-User does not have a valid Account, the Developer Application may under no circumstance allow the End-User access to the Navigraph Data.

7.2.Read the “7.2.” section

When distributing Navigation data via the Developer Application, you must provide End-Users with information and documentation (e.g. user-manuals, FAQs, etc.) clearly setting out that the Navigation data may be updated via Navigraph.

7.3.Read the “7.3.” section

Each Developer Application must be assigned with a client id, provided by Navigraph, in order to enable Navigraph to monitor such Developer Application’s compliance with these Developer Terms.

8. OTHER GENERAL TERMSRead the “8. OTHER GENERAL TERMS” section

8.1.Read the “8.1.” section

Certain data sets of Navigraph Data may be provided to End-User free of charge ("Default Navigraph Data"). Such Default Navigraph Data is available through the Navigraph Data Delivery Tools, and may be used by you for the purposes set out in these Developer Terms. However, you hereby acknowledge that such Default Navigraph Data will never be newer than twelve (12) months, and is not updated with the same frequency as other Navigraph Data.

8.2.Read the “8.2.” section

You hereby agree to keep Navigraph informed of any material changes to the software or functions of the Developer Application, particularly if such changes imply a change in how the Developer Application interacts with the Navigraph Data Delivery Tools or the Navigraph Data. You undertake to inform Navigraph of any such material changes not later than fifteen (15) business days prior to such change coming into effect.

8.3.Read the “8.3.” section

You hereby grant Navigraph a right to conduct audits (either conducted by Navigraph or by a third-party auditor appointed by us) of the Developer Application (including any and all underlying software, functions, processes, etc.) in order to determine that you, and the Developer Application, complies with these Developer Terms and the Developer Agreement and you must fully cooperate with any requests for information or assistance that we make to you in connection with such audits. Navigraph will provide reasonable prior written notice to you in the event we wish to carry out such audit or review.

8.4.Read the “8.4.” section

Furthermore, Navigraph reserves the right to introduce technical measures or processes (e.g. watermarking relevant Navigraph Data) in order to ensure your compliance with these Developer Terms, and you expressly acknowledge that Navigraph may introduce such technical measures or processes without prior written notice to you.

8.5.Read the “8.5.” section

Navigraph hereby reserves the right to change, restructure or otherwise amend the functions and processes of the Navigraph APIs. In the event of any material changes, restructuring or amendments, Navigraph will provide you with a reasonable prior notice and will generally commit to ensuring that previous versions of the Navigraph APIs remain available for a reasonable transitional period.

9. LICENSE GRANT BY YOU TO NAVIGRAPHRead the “9. LICENSE GRANT BY YOU TO NAVIGRAPH” section

9.1.Read the “9.1.” section

You hereby grant Navigraph a non-exclusive, transferable, non-sublicensable, irrevocable right to:

a) use any data format developed by you for the purpose of producing, distributing or otherwise incorporating the Navigation data in such data formats;

b) use your name and logotype and any product name of your Developer Application, in connection with our marketing, documentation, manuals and in the interface of the Navigraph Service;

c) use the Developer Application, primarily for the purposes of being able to provide first line support to End-Users using both the Navigraph Service and the Developer Application.

10. CONFIDENTIALITYRead the “10. CONFIDENTIALITY” section

10.1.Read the “10.1.” section

In your interactions with us, you may be given access to certain non-public information, software, specifications, or code ("Confidential Information") which is confidential and proprietary to Navigraph. You may use this Confidential Information only as necessary in exercising the rights granted to you under these Developer Terms. You may not disclose any of the Confidential Information to any third party without Navigraph’s prior written consent in each case. You further agree that you will protect this Confidential Information from any unauthorized use, access, or disclosure with no less than a reasonable degree of care than your own confidential information.

11. REPRESENTATION AND WARRANTIESRead the “11. REPRESENTATION AND WARRANTIES” section

11.1.Read the “11.1.” section

In addition to any other representations or warranties mad by you in these Developer Terms, you hereby irrevocably represent and warrant that:

a) you have the legal capacity to enter into these Developer Terms;

b) any information you have, or will, provide to us is, and shall be, true, accurate, complete, up to date and not misleading in any way;

c) you own, or have otherwise secured, all rights necessary for you to develop or distribute the Developer Application;

d) your use of the Navigraph Data Delivery Tools, the Navigraph Data and the Navigraph Service will at all times comply with all applicable laws and regulations, including any data protection, marketing, copyright, trademark, trade secrets legislation or any other contractual right;

e) your use of the Navigraph Data Delivery Tools, the Navigraph Data or development of the Developer Application will not infringe any intellectual property right (or other similar right) of Navigraph, our data suppliers, licensors or any other third party.

12. LIMITATION OF LIABILITY AND INDEMNIFICATIONRead the “12. LIMITATION OF LIABILITY AND INDEMNIFICATION” section

12.1.Read the “12.1.” section

Your use of the Navigraph Data Delivery Tools, the Navigraph Data and the Navigraph Service is at your own risk. The Navigraph Data Delivery Tools and Navigraph Data are provided "as is" and "as available" without any express or implied warranty or representation whatsoever that they will be uninterrupted, timely, secure, error-free or that any part of the Navigraph Data Delivery Tools or Navigraph Data will be free of viruses or other harmful components. Navigraph disclaims all liability for the Navigraph Data Delivery Tools and Navigraph Data (to the extent permitted or possible under applicable mandatory law) and makes no warranties, express or implied, regarding its functionality and accessibility. Navigraph makes no warranty of merchantability or warranty of fitness for a particular purpose with respect to the Navigraph Data Delivery Tools or Navigraph Data, whether express or implied by law, course of dealing, course of performance, usage of trade or otherwise.

12.2.Read the “12.2.” section

To the extent permitted by applicable law, Navigraph and its officers, directors, shareholders, employees, agents, successors or assigns shall not be liable for any indirect damage including, but not limited to, any loss of, or damage to, any computer hardware or software, loss of data or other intangible losses. In any event, and to the extent permitted by applicable law, Navigraph’s aggregate and total liability in relation to you under these Developer Terms is limited to USD 500.

12.3.Read the “12.3.” section

You hereby acknowledge and agree to hold Navigraph (including its officers, directors, shareholders, employees, agents, successors or assigns) harmless from any claim or demand (including reasonable attorney fees) made by a third party due to or arising out of or otherwise related to your use of the Navigraph Service, the Navigraph Data Delivery Tools or the Navigraph Data or your violation of these Developer Terms, the Developer Agreement, the TOS or any laws, regulations, or third party rights.

13. TERM, TERMINATION AND SUSPENSIONRead the “13. TERM, TERMINATION AND SUSPENSION” section

13.1.Read the “13.1.” section

These Developer Terms will become effective on the earlier of (i) the date you demonstrate acceptance of the Developer Terms via the Developer Website or (ii) the date when you first use the Navigraph Data Delivery Tools and shall continue in force until terminated (the "Term") in accordance with these Developer Terms.

13.2.Read the “13.2.” section

Navigraph may terminate the Developer Terms with immediate effect in the event of:

a) your actual, or reasonably suspected, breach or violation of any of the terms of the Developer Agreement;

b) your Developer Application not having used or accessed any Navigraph Data Delivery Tools for a consecutive ninety (90) day period.

Navigraph may further terminate the Developer Terms, for any reason, by providing you ninety (90) days prior written notice.

13.3.Read the “13.3.” section

You may terminate these Developer Terms at any time by ceasing all use of the Navigraph Data Delivery Tools and the Developer Website and providing written notice hereof to Navigraph.

13.4.Read the “13.4.” section

Upon any termination or discontinuance, irrespective of the reasons hereto, all license or rights granted to you under these Developer Terms will immediately cease and, therefore, you must immediately cease and desist from using the Navigraph Data Delivery Tools or Navigraph Data and delete all Navigraph Data obtained through the use of the Navigraph Data Delivery Tools.

13.5.Read the “13.5.” section

In addition to the foregoing, in the event Navigraph determines that any circumstance set out in Section 13.2(a) or (b) is at hand, Navigraph reserves the right to (as an alternative to termination) suspend or otherwise limit your access to the Navigraph Data Delivery Tools or Navigraph Data. In such case, Navigraph will without undue delay provide you with a written notification following such suspension or limitation of access.

14. MISCELLANOUSRead the “14. MISCELLANOUS” section

14.1. Entire agreementRead the “14.1. Entire agreement” section

The Developer Agreement constitutes the entire agreement between you and Navigraph with respect to your use of the Navigraph Data Delivery Tools and the Developer Website and supersede any prior agreements, whether oral or written, concerning the subject matter contained herein.

14.2. Changes to the Developer AgreementRead the “14.2. Changes to the Developer Agreement” section

Navigraph reserves the right to, from time to time, revise, amend or change these Developer Terms and the most current version will always be available on the Developer Website. In case of any material revisions, amendments or changes, we will provide you with a notification prior to the new version coming into effect. By continuing using or otherwise accessing the Navigraph Data Delivery Tools, Navigraph Data and the Developer Website after the revisions, amendments or changes become effective, you have agreed to be bound by the revised Developer Terms. If you do not agree to the revisions, amendments or changes, you must terminate the Developer Terms in accordance with Section 13 above.

14.3. AssignmentRead the “14.3. Assignment” section

You may not assign any of your rights or delegate any of your duties, undertakings or commitments under these Developer Terms, in whole or in part, to any third party without the prior written consent of Navigraph. Navigraph may assign, delegate or novate these Developer Terms or any part thereof to any third party without any restrictions.

14.4. Partial nullabilityRead the “14.4. Partial nullability” section

Should any provision of these Developer Terms or the Developer Agreement be held to be unlawful, invalid or unenforceable, such provision(s) shall not render the remaining provisions of these Developer Terms or the Developer Agreement invalid or unenforceable, which shall remain in full force and effect, and the application of that provision shall be enforced to the extent permitted by law.

14.5. No waiverRead the “14.5. No waiver” section

The failure or delay by Navigraph to exercise or enforce any right or provision of these Developer Terms or rights under applicable law shall not constitute a waiver of any such provisions or rights.

15. GOVERNING LAW AND ARBITRATIONRead the “15. GOVERNING LAW AND ARBITRATION” section

15.1.Read the “15.1.” section

These Developer Terms shall be governed by and interpreted in accordance with the substantive laws of Sweden.

15.2.Read the “15.2.” section

Any dispute, controversy or claim arising out of or in connection with these Developer Terms, or the breach, termination or invalidity thereof, shall be finally settled by arbitration in accordance with the Arbitration Rules of the Arbitration Institute of the Stockholm Chamber of Commerce. The arbitral tribunal shall be composed of one arbitrator. The seat of arbitration shall be Stockholm. The language to be used in the arbitral proceedings shall be English.

15.3.Read the “15.3.” section

The Parties undertake and agree that all arbitral proceedings initiated and conducted under this Settlement shall be kept strictly confidential.