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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.
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.
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.
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.
8. Intellectual Property Ownership.
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.
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.
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:
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.