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PLEASE READ THIS END-USER LICENSE AGREEMENT CAREFULLY. THIS AGREEMENT GOVERNS YOUR USE OF FLIGHT SCHEDULE PRO AND THE WEBSITE FOR FLIGHT SCHEDULE PRO LOCATED AT WWW.FLIGHTSCHEDULEPRO.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 FLIGHT SCHEDULE PRO’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 Flight Schedule Pro’s proprietary software, 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 Flight Schedule Pro Website incorporated by reference herein, including but not limited to Flight Schedule Pro’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 Flight Schedule Pro 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. Flight Schedule Pro’s privacy statement may be viewed at www.flightschedulepro.com/privacy-policy/. The Privacy Policy is part of this Agreement, incorporated herein, and Flight Schedule Pro 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 Flight Schedule Pro 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, Flight Schedule Pro 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 Flight Schedule Pro 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, Flight Schedule Pro 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 Flight Schedule Pro. 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 Flight Schedule Pro and our affiliates without our express written consent. All rights not expressly granted to you are reserved by Flight Schedule Pro and its licensors.
5.1 You may not access the Service if you are employed by a direct competitor of Flight Schedule Pro or engaged in the design, development or marketing of similar products or services, except with Flight Schedule Pro’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 Flight Schedule Pro. No material from any Flight Schedule Pro Website may be copied, reproduced, republished, uploaded, posted, transmitted, or distributed in any way, except with express written consent of Flight Schedule Pro. 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 Flight Schedule Pro’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 Flight Schedule Pro immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) report to Flight Schedule Pro 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 Flight Schedule Pro 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 Flight Schedule Pro, and Flight Schedule Pro 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 Flight Schedule Pro 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. Flight Schedule Pro 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 Flight Schedule Pro’s Privacy Policy, and the Subscription Agreement you and not Flight Schedule Pro 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 Flight Schedule Pro shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Customer Data. Flight Schedule Pro 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 Flight Schedule Pro shall have no obligation to maintain or forward any Customer Data.
8. Intellectual Property Ownership.
8.1 Flight Schedule Pro (and its licensors, where applicable) shall own all right, title and interest, including all related Intellectual Property Rights, in and to the Flight Schedule Pro 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 Flight Schedule Pro Technology or the Intellectual Property Rights owned by Flight Schedule Pro. The Flight Schedule Pro name, the Flight Schedule Pro logo, and the product names associated with the Service are trademarks of Flight Schedule Pro or third parties, and no right or license is granted to use them.
8.2 Flight Training Syllabus (“Syllabus”). As part of the Service, Flight Schedule Pro provides a feature for authorized users to upload syllabi. By uploading (or requesting Flight Schedule Pro to upload on your behalf), you represent and warrant that you have the authority to do so and that uploading such content will not infringe any copyright, trademark, patent, trade secret, or other proprietary rights. During the effective period of this Agreement, you grant (or warrant that the owner of such rights has expressly granted) Flight Schedule Pro a limited, royalty-free, revocable, non-exclusive, sublicensable, assignable right and license to use, reproduce, modify, adapt, display, translate, create derivative works from and distribute such materials or incorporate such materials into the System solely for purposes of making the content available to your authorized Users. In addition, you warrant that all so-called “moral rights” in such content have been waived.
Users of this feature agree to: (i) not upload harmful or malicious images, material or other user-generated content (collectively “UGC”) which may cause damage to the functioning of the Service or may render the Service unavailable for use; (ii) only upload virus-free UGC that will not knowingly cause malfunction in Flight Schedule Pro systems and its customers, the Service or users. You shall remain at all times exclusively responsible for any and all costs or claims arising out of, or related in any way to, any act or omission committed in response to, or suggested by your Syllabus including, but not limited to, suggestions or inducements to engage in any illegal, unsafe, scandalous, obscene, libelous or morally deviant or otherwise inappropriate behavior. Flight Schedule Pro shall not be responsible for approving, editing, correcting or verifying any Syllabus.
Flight Schedule Pro is not responsible for any incorrect, incomplete, inaccurate or misleading information contained in any Syllabus or any other UGC. Syllabi are provided as a convenience and you agree that Flight Schedule Pro does not guarantee its accuracy of fitness for any particular purpose. Flight Schedule Pro is not responsible for any act or omission of any user or third party in reliance upon your Syllabus and shall not be liable for any error, omission, interruption, defect, delay, failure to access, upload or download, or unauthorized access to or alteration of the Syllabus or other UGC. You agree that you will verify the accuracy and completeness of any information you upload to the Service prior to making it available to your authorized Users.
You represent and warrant that you have the legal power and authority to enter into this Agreement and have not falsely identified yourself nor provided any false information to gain access to the Service and that your billing information is accurate, correct and complete.
9. Violations. In addition to any and all remedies at law or in equity, any intentional violation of Flight Schedule Pro’s intellectual property rights shall give Flight Schedule Pro 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 Flight Schedule Pro.
10. Mutual Indemnification.
10.1 You shall indemnify, defend and hold harmless Flight Schedule Pro, 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 Flight Schedule Pro (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 Flight Schedule Pro of all liability and such settlement does not affect Flight Schedule Pro’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 Flight Schedule Pro 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 Flight Schedule Pro of its representations or warranties; or (iii) a claim arising from breach of this Agreement by Flight Schedule Pro; provided that the Indemnitee (a) promptly give written notice of the claim to Flight Schedule Pro; (b) give Flight Schedule Pro sole control of the defense and settlement of the claim (provided that Flight Schedule Pro may not settle or defend any claim unless it unconditionally releases the Indemnitee of all liability); (c) provide to Flight Schedule Pro all available information and assistance; and (d) have not compromised or settled such claim. Flight Schedule Pro shall have no indemnification obligation, and Indemnitee shall indemnify Flight Schedule Pro 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. FLIGHT SCHEDULE PRO AND ITS LICENSORS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE FLIGHT SCHEDULE PRO TECHNOLOGY, THE SERVICE OR ANY CONTENT. FLIGHT SCHEDULE PRO 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 FLIGHT SCHEDULE PRO 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 FLIGHT SCHEDULE PRO AND ITS LICENSORS.
12. Internet Delays. YOU ACKNOWLEDGE AND AGREE THAT FLIGHT SCHEDULE PRO HAS NO CONTROL OVER ACCESS TO, OR THE FUNCTIONING OF, THE INTERNET. FLIGHT SCHEDULE PRO’S SERVICES MAY BE SUBJECT TO UNAVAILABILITY, LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. FLIGHT SCHEDULE PRO 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 FLIGHT SCHEDULE PRO’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 FLIGHT SCHEDULE PRO 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 Flight Schedule Pro 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. Flight Schedule Pro 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 Flight Schedule Pro 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 Flight Schedule Pro, but may be assigned without your consent by Flight Schedule Pro 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 Flight Schedule Pro directly or indirectly owning or controlling 50% or more of you shall entitle Flight Schedule Pro 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 Kansas 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 Johnson County, KS or United States District Court for the District of Kansas, Kansas City, KS. 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 Flight Schedule Pro as a result of this Agreement or use of the Service. The failure of Flight Schedule Pro 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 Flight Schedule Pro in writing. This Agreement, together with any applicable Order Form, comprises the entire agreement between you and Flight Schedule Pro 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 Flight Schedule Pro Website specifically incorporated by reference herein, as such materials, including the terms of this Agreement, may be updated by Flight Schedule Pro 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 “Flight Schedule Pro” means collectively Keyes Technology LLC., Kansas Limited Liability Company its principal place of business at 6811 Shawnee Mission Parkway, Suite 206, Overland Park, KS 66202;
17.6 “Flight Schedule Pro Technology” means all of Flight Schedule Pro’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 Flight Schedule Pro in providing the Service;
17.7 “Flight Schedule Pro Website” means the website, including all web pages and FLIGHT SCHEDULE PRO controlled links located at www.flightschedulepro.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 Flight Schedule Pro’s online scheduling, maintenance tracking, pilot currency tracking or other services identified during the ordering process, developed, operated, and maintained by Flight Schedule Pro, accessible via https://www.flightschedulepro.com or another designated web site or IP address provided to you by Flight Schedule Pro, 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.flightschedulepro.com.
