END-USER LICENSE AGREEMENT
PLEASE READ THIS END-USER LICENSE AGREEMENT CAREFULLY. THIS AGREEMENT GOVERNS YOUR USE OF AVIATION SAAS INC.'S CRM SOFTWARE AND THE WEBSITE FOR AVIATION SAAS INC. LOCATED AT WWW.GETFLYCORE.COM.
1. Acceptance. BY CLICKING THE "I AGREE TO THE END-USER LICENSE AGREEMENT", YOU ACCEPT AND AGREE TO BE BOUND BY THE FOLLOWING TERMS AND CONDITIONS (THE "AGREEMENT") GOVERNING YOUR USE OF AVIATION SAAS INC.'S ONLINE SERVICE AS DEFINED HEREIN, INCLUDING THIS WEBSITE. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS "YOU" OR "YOUR" SHALL REFER TO YOU AND SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST DECLINE, AND MAY NOT USE THE SERVICE. For reference, a Definitions section is included at the end of this Agreement.
2. Service. The Service includes access to Aviation SaaS Inc.'s proprietary Customer Relationship Management (CRM) software designed specifically for flight schools, accessible through a web-browser interface and data encryption, transmission and storage. Your registration for, or use of, the Service shall be deemed to be your agreement to abide by this Agreement including any materials available on the Aviation SaaS Inc. Website incorporated by reference herein, including but not limited to Aviation SaaS Inc.'s privacy policy.
3. Payment for Service. Any payment applicable for your use of the Service is subject to the terms and conditions of the Aviation SaaS Inc. Subscription Agreement. Any conflict of a term and condition related to (i) use of the Service shall be resolved in favor of this Agreement and (ii) any payment related to use of the Service shall be resolved in favor of the Subscription Agreement.
4. Privacy Disclosure. Aviation SaaS Inc.'s privacy statement may be viewed at www.aviationsaas.com/privacy-policy/. The Privacy Policy is part of this Agreement, incorporated herein, and Aviation SaaS Inc. reserves the right to modify its privacy statement in its reasonable discretion from time to time. Individual users, when they initially log in, will be asked whether or not they wish to receive marketing and other non-critical Service-related communications from Aviation SaaS Inc. from time to time. You may opt out of receiving such communications at that time or at any subsequent time by changing your preference in My Account. Note that because the Service is a hosted, online application, Aviation SaaS Inc. occasionally may need to notify all users of the Service (whether or not they have opted out as described above) of important announcements regarding the operation of the Service. If you become a paying customer of the Service, you agree that Aviation SaaS Inc. can disclose the fact that you are a paying customer.
5. License Grant and Restrictions. Provided that you are not in breach of this Agreement or the Subscription Agreement, Aviation SaaS Inc. hereby grants you a limited, revocable, non-exclusive, non-transferable, worldwide license to access and make personal use of the Service and not to download (other than page caching) or modify it, or any portion of it, except with express written consent of Aviation SaaS Inc. This license does not include any resale or commercial use of the Service or its contents; any collection and use of any product listings, descriptions, or prices; any derivative use of this Service or its contents; any downloading or copying of account information for the benefit of another person or business; or any use of automated data mining tools such as "Spiders," "Robots," or similar data gathering and extraction tools. You may not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of Aviation SaaS Inc. and our affiliates without our express written consent. All rights not expressly granted to you are reserved by Aviation SaaS Inc. and its licensors.
5.1 You may not access the Service if you are employed by a direct competitor of Aviation SaaS Inc. or engaged in the design, development or marketing of similar products or services, except with Aviation SaaS Inc.'s prior written consent. In addition, you may not access the Service for purposes of monitoring its availability, performance, functionality, or for any other benchmarking or competitive purposes.
5.2 Unless otherwise noted, all materials, including images, illustrations, designs, icons, photographs, video clips, and written and other materials that are part of the Service are copyrights, trademarks, trade dress and/or other intellectual property owned, controlled or licensed by Aviation SaaS Inc. No material from any Aviation SaaS Inc. Website may be copied, reproduced, republished, uploaded, posted, transmitted, or distributed in any way, except with express written consent of Aviation SaaS Inc. You shall not or assist any person or entity to (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Service or the Content in any way; (ii) modify or make derivative works based upon the Service or the Content; (iii) "frame" or "mirror" any Content on any other server or wireless or Internet-based device; or (iv) reverse engineer or access the Service in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Service, or (c) copy any ideas, features, functions or graphics of the Service. The license granted hereunder is personal to you as an individual User and cannot be shared or used by more than one individual User but may be transferred during the permitted period of use by you to new Users who are replacing you who have terminated employment or otherwise changed job status or function and no longer use the Service. Any transfer not in compliance with the foregoing may cause your and the transferee's use of the Services to be terminated immediately or otherwise at Aviation SaaS Inc.'s sole discretion.
5.3 You may use the Service only for the purposes permitted in this Agreement and you shall not or assist any person or entity to: (i) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (ii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful material, including material harmful to children or of any third party privacy rights; (iii) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (iv) interfere with or disrupt the integrity or performance of the Service or the data contained therein; or (v) attempt to gain unauthorized access to the Service or its related systems or networks.
6. Your Responsibilities. You are solely and exclusively responsible for all activity occurring under your user Account and you shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with your use of the Service, including those related to data privacy, international communications and the transmission of technical or personal data. You shall: (i) notify Aviation SaaS Inc. immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) report to Aviation SaaS Inc. immediately and use reasonable efforts to stop immediately any copying or distribution of Content that is known or suspected by you; and (iii) not impersonate another Aviation SaaS Inc. user or provide false identity information to gain access to or use the Service.In addition, you are solely and exclusively responsible for how you use information provided through the Service, including, without limitation, for your flight schedule or flight plans. Certain information included in the Service will be provided by parties other than Aviation SaaS Inc.,
and Aviation SaaS Inc. has no responsibility for that information and does not verify its accuracy or completeness. This includes, among other things, weather data provided by the U.S. National Oceanic and Atmospheric Association (NOAA) or a commercial third party. Such information does not substitute for your independent verification, knowledge, judgment or decisions, all of which are your sole responsibility, even if information provided by the Service is inaccurate or incomplete.
7. Account Information and Data. You may register with Aviation SaaS Inc. to create an account ("Account"). You shall receive a password and Account upon completing the registration process. Use of any Account is subject to this Agreement except as it relates to payment for use of the Service which additionally is subject to the Subscription Agreement, if applicable. Aviation SaaS Inc. does not own any data, information or material that you submit to the Service in the course of using the Service ("Customer Data"). Subject to the terms in this Agreement, and Aviation SaaS Inc.'s Privacy Policy, and the Subscription Agreement you and not Aviation SaaS Inc. shall be solely and exclusively responsible for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use all Customer Data, and Aviation SaaS Inc. shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Customer Data. Aviation SaaS Inc. reserves the right to withhold, remove and/or discard Customer Data without notice for any breach, including, without limitation, your non-payment. Upon termination for cause, your right to access or use Customer Data immediately ceases, and Aviation SaaS Inc. shall have no obligation to maintain or forward any Customer Data.
8. Intellectual Property Ownership.
8.1 Aviation SaaS Inc. (and its licensors, where applicable) shall own all right, title and interest, including all related Intellectual Property Rights, in and to the Aviation SaaS Inc. Technology, the Content and the Service and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Service. This Agreement is not a sale and does not convey to you any rights of ownership in or related to the Service, the Aviation SaaS Inc. Technology or the Intellectual Property Rights owned by Aviation SaaS Inc. The Aviation SaaS Inc. name, the Aviation SaaS Inc. logo, and the product names associated with the Service are trademarks of Aviation SaaS Inc. or third parties, and no right or license is granted to use them.
9. Violations. In addition to any and all remedies at law or in equity, any intentional violation of Aviation SaaS Inc.'s intellectual property rights shall give Aviation SaaS Inc. the right to immediately suspend or cancel the Service or Accounts without further liability and without regard to any term and condition in the Subscription Agreement. Furthermore, you specifically acknowledge and agree that any intentional violation of this Agreement shall result in immediate liability for liquidated damages in the amount of Ten Thousand Dollars ($10,000.00) for breach of contract and agree that such amount is equitable given the intellectual property value of Aviation SaaS Inc.
10. Mutual Indemnification.
10.1 You shall indemnify, defend and hold harmless Aviation SaaS Inc., its licensors, parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that use of the Customer Data infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by you of your representations and warranties; or (iii) a claim arising from the breach by you or your Users of this Agreement, provided in any such case that Aviation SaaS Inc. (a) gives written notice of the claim promptly to you; (b) gives you sole control of the defense and settlement of the claim (provided that you may not settle or defend any claim unless you unconditionally release Aviation SaaS Inc. of all liability and such settlement does not affect Aviation SaaS Inc.'s business or Service); (c) provides to you all available information and assistance at your expense; and (d) has not compromised or settled such claim.
10.2 Aviation SaaS Inc. shall indemnify, defend and hold harmless your organization, subsidiaries, or affiliates, and their officers, directors, employees, attorneys and agents (collectively Indemnitees) from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) brought against any of the Indemnitees arising out of or in connection with: (i) a claim alleging that the Service directly infringes a copyright, a U.S. patent issued as of the Effective Date, or a trademark of a third party; (ii) a claim, which if true, would constitute a violation by Aviation SaaS Inc. of its representations or warranties; or (iii) a claim arising from breach of this Agreement by Aviation SaaS Inc.; provided that the Indemnitee (a) promptly give written notice of the claim to Aviation SaaS Inc.; (b) give Aviation SaaS Inc. sole control of the defense and settlement of the claim (provided that Aviation SaaS Inc. may not settle or defend any claim unless it unconditionally releases the Indemnitee of all liability); (c) provide to Aviation SaaS Inc. all available information and assistance; and (d) have not compromised or settled such claim. Aviation SaaS Inc. shall have no indemnification obligation, and Indemnitee shall indemnify Aviation SaaS Inc. pursuant to this Agreement, for any claims of infringement arising from the combination of the Service with any of Indemnitee products, services, hardware or business process(s).
11. Disclaimer of Warranties. AVIATION SAAS INC. AND ITS LICENSORS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE AVIATION SAAS INC. TECHNOLOGY, THE SERVICE OR ANY CONTENT. AVIATION SAAS INC. AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THE SERVICE WILL MEET ANY USER REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (E) ERRORS OR DEFECTS WILL BE CORRECTED, OR (F) THE SERVICE OR THE SERVER(S) THAT MAKE THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE AVIATION SAAS INC. TECHNOLOGY, THE SERVICE AND ALL CONTENT IS PROVIDED TO YOU STRICTLY ON AN "AS IS" BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY AVIATION SAAS INC. AND ITS LICENSORS.
12. Internet Delays. YOU ACKNOWLEDGE AND AGREE THAT AVIATION SAAS INC. HAS NO CONTROL OVER ACCESS TO, OR THE FUNCTIONING OF, THE INTERNET. AVIATION SAAS INC.'S SERVICES MAY BE SUBJECT TO UNAVAILABILITY, LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. AVIATION SAAS INC. IS NOT RESPONSIBLE FOR AND SHALL NOT BE LIABLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.
13. Limitation of Liability. IN NO EVENT SHALL AVIATION SAAS INC.'S AGGREGATE LIABILITY EXCEED THE AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM YOU IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY. IN NO EVENT SHALL AVIATION SAAS INC. AND/OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THIS SERVICE, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICE, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE SERVICE, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE IN THE CONTENT, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY'S LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental, consequential, or certain other types of damages, so the exclusions set forth above may not apply to you.Without limiting anything in this Agreement, you agree that that in no event will Aviation SaaS Inc. be liable or responsible to you for, and you waive any rights you may have to, claims, costs, damages, losses, liabilities or expenses arising out of any services, platforms, systems or applications of any third party or any products, services or information provided by any third party, even if included in or accessed through the Service.
14. Modifications. Aviation SaaS Inc. reserves the right to modify the terms and conditions of this Agreement or its policies relating to the Service at any time, effective upon posting of an updated version of this Agreement on the Aviation SaaS Inc. Website. You are responsible for regularly reviewing this Agreement. Continued use of the Service after any such changes shall constitute your consent to such changes.
15. Assignment; Change in Control. This Agreement may not be assigned by you without the prior written approval of Aviation SaaS Inc., but may be assigned without your consent by Aviation SaaS Inc. to: (i) a parent or subsidiary, (ii) an acquirer of assets, or (iii) a successor by merger. Any purported assignment in violation of this section shall be void. Any actual or proposed change in control of you that results or would result in a direct competitor of Aviation SaaS Inc. directly or indirectly owning or controlling 50% or more of you shall entitle Aviation SaaS Inc. to terminate this Agreement for cause immediately upon written notice.
16. Jurisdiction and Venue. With respect to U.S. Customers, this Agreement shall be governed by California law and controlling United States federal law, without regard to the choice or conflicts of law provisions of any jurisdiction, and any disputes, actions, claims or causes of action arising out of or in connection with this Agreement or the Service shall be subject to the exclusive jurisdiction of the state and federal courts located in Denver, CO. With respect to Non-U.S. Customers, this Agreement shall be governed by the laws of the United States, without regard to the choice or conflicts of law provisions of any jurisdiction, and any disputes, actions, claims or causes of action arising out of or in connection with this Agreement or the Service shall be subject to the exclusive jurisdiction of the courts of the United States. No text or information set forth on any other purchase order, preprinted form or document (other than an Order Form, if applicable) shall add to or vary the terms and conditions of this Agreement. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect. No joint venture, partnership, employment, or agency relationship exists between you and Aviation SaaS Inc. as a result of this Agreement or use of the Service. The failure of Aviation SaaS Inc. to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Aviation SaaS Inc. in writing. This Agreement, together with any applicable Order Form, comprises the entire agreement between you and Aviation SaaS Inc. and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein.
17. Definitions. As used in this Agreement, a Subscription Agreement and in any Order Forms now or hereafter associated herewith, following terms shall have the following meanings:
17.1 "Agreement" means End-User License Agreement, the applicable Subscription Agreement and any Order Forms, whether written or submitted online via the Online Order Center, and any materials available on the Aviation SaaS Inc. Website specifically incorporated by reference herein, as such materials, including the terms of this Agreement, may be updated by Aviation SaaS Inc. from time to time in its sole discretion;
17.2 "Content" means the audio and visual information, documents, software, products and services contained or made available to you in the course of using the Service;
17.3 "Customer Data" means any data, information or material provided or submitted by you to the Service in the course of using the Service;
17.4 "Effective Date" means the earlier of either the date this Agreement is accepted by selecting the "I Accept" option presented on the screen after this Agreement is displayed or the date you begin using the Service;
17.5 "Aviation SaaS Inc." means collectively Aviation SaaS Inc., a Delaware Corporation with its principal place of business at 3091 South Bannock Street Englewood CO 80110;
17.6 "Aviation SaaS Inc. Technology" means all of Aviation SaaS Inc.'s proprietary technology (including software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs, and other tangible or intangible technical material or information) made available to you by Aviation SaaS Inc. in providing the Service;
17.7 "Aviation SaaS Inc. Website" means the website, including all web pages and Aviation SaaS Inc. controlled links located at www.aviationsaas.com;
17.8 "Intellectual Property Rights" means unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world;
17.9 "License Term(s)" means the period(s) during which a specified number of Users are licensed to use the Service pursuant to the Order Form(s);
17.10 "Service(s)" means the specific edition of Aviation SaaS Inc.'s CRM software and related services identified during the ordering process, developed, operated, and maintained by Aviation SaaS Inc., accessible via https://www.aviationsaas.com or another designated web site or IP address provided to you by Aviation SaaS Inc., to which you are being granted access under this Agreement;
17.11 "User(s)" means you as an authorized user of the Service that has registered and secured a user identification and password solely for your personal use and were applicable, entered into a Subscription Agreement.
18. Questions or Additional Information. If you have questions regarding this Agreement or wish to obtain additional information, please contact us via support ticket at https://www.getflycore.com.
