THESE TERMS AND CONDITIONS ARE LEGALLY BINDING. PLEASE READ THEM CAREFULLY
1.0 AGREEMENT. These AirSatOne Terms and Conditions (“Terms and Conditions”), and any AirSatOne Orders (as described in Section 2.1 below) are hereby incorporated into the AirSatOne Terms and Conditions and constitute the “Master Agreement” by and between Customer and AIRSATONE (collectively, the “Parties” or each individually a “Party”) for the services specified on Orders (“Services”). The attachments to these Terms and Conditions (“Attachments”) further describe AIRSATONE’s services and are hereby incorporated by reference. The Attachments may set forth additional terms and conditions for the applicable Service.
2.0 SERVICES AND ORDERS. Subject to the terms and conditions this Agreement (including, without limitation, Customer’s compliance with its obligations set forth in Section 9, 10 and 11, AIRSATONE shall provide Customer with the Services in accordance with any Order entered into by the Parties in a form provided by AIRSATONE or through AIRSATONE’S on line order entry system (as indicated on the web site as “Activate”. Service terms listed on AIRSATONE’S web site and selected for use by the customer are considered an attachment to these terms and conditions. AIRSATONE, upon entering into an Order with Customer may, at its own discretion, utilize one or more of its affiliates or third parties to deliver the Services (“Third Party Services”). The Third Party Services may be subject to additional terms and conditions including but not limited to Iridium, Inmarsat, SITA, Vizada and On-Go.
3.0 AVAILABILITY OF SERVICES. It is possible to experience temporary service disruptions with any of the satellite connection(s) or services offered by AIRSATONE. Services could possibly be interrupted, delayed, or otherwise limited for a variety of reasons, including environmental conditions, unavailability of a satellite, system maintenance, being outside of a coverage area(s), system capacity, by the FAA, priority access by National Security and Emergency Preparedness personnel in the event of a disaster or emergency, coordination with other systems, equipment modifications and repairs, and problems with the facilities or interconnecting carriers. AIRSATONE DOES NOT GUARANTEE YOU UNINTERRUPTED SERVICE OR COVERAGE and disclaims all liability and obligation for any provision of credit or damages to the Customer in the event of any outage as describes in this section.
4.0 CHANGES TO SERVICE OR FEATURES. AirSatOne reserves the right to change or discontinue any of the Service(s), features, content or applications offered as part of the Services. AirSatOne will notify Customer of the Change to Service or Features by posting notices the Website Announcements page or by written correspondence. Changes to Service(s) or Features will be effective on the date noted in the posting. By continuing to use any Service after the change or discontinuation of the Service(s) are in effect, you accept and agree to them. If you do not agree to the revision(s), you must terminate your Service(s) immediate
5.0 REVISIONS TO THIS AGREEMENT. From time to time we will make revisions to this Agreement and the policies relating to the Services. We will provide notice of such revisions by posting revisions to the Website Announcements page. You agree to visit the Announcements page periodically to review any such revisions. Changes to this Agreement will be effective on the date noted in the posting. By continuing to use any Service after revisions are in effect, you accept and agree to abide by them. If you do not agree to the revision(s), you must terminate your Service(s) immediately.
6.0 NO ACCESS TO EMERGENCY SERVICES. Neither the Products nor the Service are intended to support or carry emergency calls to any type of hospitals, law enforcement agencies, medical care unit or any other kind of services that connect a user to emergency services personnel or public safety answering points (‘Emergency Services’).
7.0 LICENSE, PERMITS & APPROVAL. Customer will obtain and maintain at its own expense all licenses, approvals and regulatory authority required by law with respect to Customer’s use of Equipment, Satellite Communications Terminals and Services as contemplated herein.
8.0 LICENSING IN FOREIGN TERRITORIES. Customers wishing to operate Satellite Services or Equipment in foreign territories shall be solely responsible to obtain any and all licensing or approvals that may be required to operate within that territory.
9.0 SERVICE REQUIREMENTS & SECURITY. Customer is solely responsible compliance with any minimum system requirements, and for obtaining, installing, configuring, and maintaining suitable equipment and software, including any necessary system or software upgrades, patches or other fixes, which are or may become necessary to operate AirSatOne’s equipment and/or services and customer’s equipment and/or services. Customer is solely responsible for its own security procedures Customer deems appropriate and is solely responsible for installing, and maintaining suitable equipment and software Customer deems appropriate including encryption, firewall(s), anti-virus, anti-spy and anti-spam.
10.0 CUSTOMERS COMPLIANCE WITH LAWS. Customer’s use of the Service (including all content transmitted via the Service) shall comply with all applicable laws and regulations and the terms of this Agreement. Customer shall ensure that its End Users’ use of the Service, if any, shall comply with all applicable laws and regulations and terms of this Agreement and any applicable Terms of Use (which are incorporated herein by this reference). “Terms of Use” means all applicable Service policies; including without limitation acceptable use policies, and other terms and conditions established by AIRSATONE and available in writing from AIRSATONE, as may be modified from time to time by AIRSATONE, in its sole discretion.
11.0 UNLAWFUL OR IMPROPER USE OF EQUIPMENT OR SERVICES. Customer may not use AirSatOne Equipment or Service in a manner prohibited by any applicable laws or regulations. Without limiting the foregoing, Customer may not use the Service for any unlawful or abusive purpose, in any way that could damage, disable, overburden, or impair any AirSatOne services or property. Customer may not use or attempt to use the Service in any manner such as to avoid incurring charges for or otherwise being required to pay for such usage. Customer may not circumvent or attempt to circumvent user authentication or security of any host, network, network element, or account (also known as "cracking" or "hacking"). This includes, but is not limited to, accessing data not intended for user, logging into a server or account that user is not expressly authorized to access, or probing the security of other networks. Customer may not interfere or attempt to interfere with any services to any user, host, or network ("denial of service attacks"). This includes, but is not limited to; "flooding" of networks, deliberate attempts to overload a service, and attempts to "crash" a host. Customer may not use any kind of program/script/command, or send messages of any kind, designed to interfere with (or which does interfere with) any server or a user's session, by any means, locally or via the Internet. Customer may not use the Service to store, transmit or receive any material that infringes on any patent, trademark, trade secret, copyright, or other proprietary or intellectual right of any party, including, but not limited to, the unauthorized copying of copyrighted material, the digitization and distribution of photographs from magazines, books, or other copyrighted sources, or the unauthorized transmittal of copyrighted software. Customer may not use the Service to store, post, transmit, or disseminate material or information that is unlawful, harmful, threatening, abusive, harassing, libelous or defamatory, hateful, obscene, indecent, or otherwise objectionable or which encourages or participates in conduct that would constitute a criminal offense, gives rise to a civil liability, or otherwise violates any national, or international law, order, rule, or regulation. Customer may not use the Service to make fraudulent offers to sell or buy products, items, or services or to advance any type of financial scam such as "pyramid schemes", "Ponzi schemes", or "chain letters." Customer may not use techniques to hide or obscure the source of any e-mail or other communication. Customer may not use the Service to impersonate any person or entity, or falsely state or otherwise misrepresent user affiliation with any person or entity, or to create a false identity for the purpose of misleading others. Without limiting the foregoing, Customer may not use invalid or forged headers, invalid or non-existent domain names or other means of deceptive addressing. Customer may not use the Service to upload files or transmit any material that contains viruses, worms, Trojan Horses time bombs, cancelbots, corrupted files, or other code that manifests contaminating or destructive properties.
12.0 PASSWORD-PROTECTED AREAS &ACCESS TO AIRSATONE’S WEBSITE. Access to some areas on AirSatOne’s Website is restricted to "Authorized Users" who have completed a registration process and who have then been granted authorization for access through issuance of a unique user ID and password. No persons other than Authorized Users may access these password-protected areas of the site. Registrations, passwords, and user ID names are non-transferable. AirSatOne will not be responsible for authenticating the identity of any person accessing the password-protected area of the Site with a verified user ID and password. As an Authorized User, you are solely responsible for maintaining the security and confidentiality of your password and user ID, and accordingly, you are liable for all access, use and activities on the password-protected area of the Site under your ID and password, including any use by others of your user ID and password, even if such use is unauthorized. Should you become aware that your name, identity, account, system, electronic signature, registration, user ID, password, or other protected data or your identity is being used or attempted to be used in a password-protected area of the Site or otherwise by an unauthorized third party, or in the event of any other possible error, misuse or fraud relating to the Site, it is your responsibility to inform us immediately so we may take appropriate action. We reserve the right to terminate any Authorized User's access to and use of the password-protected area of the Site at any time, and without notice, for any reason including, but not limited to, any possible or alleged misuse, abuse, violation of law, fraud, or misconduct by any person accessing or using the password-protected area of the Site under a user ID and password
13.0 PAYMENT. For each Service, Customer agrees to pay AIRSATONE all recurring and non-recurring charges, fees and taxes, (which may include activation charges, measured and usage-based charges, local, long distance, directory assistance and operator services calling charges, and equipment and facilities charges) (collectively the “Service Charges”) as set forth on the Order in accordance with the following payment terms: Service Charges will be billed to Customer on a per-use, monthly, quarterly or yearly basis as indicated on the service package the customer selects in AIRSATONE’s service type which will be incorporated into this agreement. Monthly, quarterly and yearly plans are pre-paid at the beginning of each service period, overages are payable within fifteen (15) days after the date appearing on the invoice. AIRSATONE will not defer any charges while Customer awaits reimbursement, subsidy, discount or credit from any third party or government entity, and Customer shall have the obligation to pay all charges regardless of the status of any such reimbursement, subsidy, discount or credit. AIRSATONE shall have the right to increase Service Charges for each Service after the initial Order Term for such Service upon thirty (30) days written notice to Customer. AIRSATONE may charge a late fee for any amounts which are not paid when due. The late fee will be the lesser of one and one-half percent (1.5%) per month or the highest rate chargeable by law. Customer shall also be responsible for all costs of collection (including reasonable attorneys' fees) to collect overdue amounts. If AIRSATONE fails to present a charge in a timely manner, such failure shall not constitute a waiver of the charges for the fees to which it relates and Customer shall pay such invoice in accordance with these payment terms.
14.0 CUSTOMER IS SOLELY RESPONSIBLE FOR ALL CHARGES INCURRED FOR AIRTIME USAGE THAT IS UNINTENTIONAL, ACCIDENTAL, USED FOR DEMONSTRATION, TESTING OR TROUBLESHOOTING, UNAUTHORIZED ACCESS, EQUIPMENT FAILURE, AUTOMATIC UPDATES OR AUTOMATIC DATA CONNECTIVITY.
15.0 CUSTOMERS 3RD PARTY USE OF EQUIPMENT AND SERVICES. Customer is solely responsible for all Service Fees and Charges under Plans and Packages and any other items covered in this agreement. If the aircraft is Chartered, Leased of Shared in any way the Customer that entered into this agreement is considered the end user and will be financially responsible for all Service Fees and Charges.
16.0 RESTRICTIVE ENDORSEMENTS. Checks, money orders, any other forms of payments, notes and letters marked "payment in full" or otherwise labeled with a similar restrictive endorsement, we can, but are not required to, accept them, without losing any of our rights to collect all amounts owed by the Customer under this Agreement.
17.0 DISCONTINUATION OF SERVICE FOR NONPAYMENT. AIRSATONE may discontinue your Service without notice if Service charges are refused for any reason, or if you fail to make payment when due or to provide us with a new charge card expiration date before the existing date expires. If services are discontinued AIRSATONE reserves the right to charge a reconnect fee for the services at the current rate as specified in AIRSATONE’S Airtime Package Pricing for the specific service(s) at www.airsatone.com.
18.0 LATE FEES. If any portion of your bill is not paid by the due date, AirSatOne may charge you a late fee on unpaid balances and may also terminate or suspend your Service without notice. The late fee will be the lesser of 1.5 % per month, or the highest rate permitted by law. If AirSatOne uses a collection agency or legal action to recover monies due, you agree to reimburse us for all expenses we incur to recover such monies, including attorneys' fees.
19.0 TAXES. Customer shall pay all federal, state, and local taxes, government fees, charges, surcharges or similar exactions imposed on the Services and/or products that are the subject of this Agreement including but not limited to state and local sales and use taxes, telecommunications taxes, federal and state universal service fund fees and/or state and local regulatory fees to the extent applicable. AIRSATONE shall have the right to recover from Customer the amount of any state or local fees, charges or taxes arising as a result of this Agreement that are imposed on AIRSATONE or AIRSATONE’s services, or measured on AIRSATONE’s receipts. Such fees or taxes shall be invoiced to Customer in the form of a surcharge included on Customer’s invoice. AIRSATONE shall be responsible for and shall pay all taxes measured by AIRSATONE’s net income. To the extent that a dispute arises as to which Party is liable for fees or taxes under this Agreement, Customer shall bear the burden of proof in showing that the fee or tax is imposed upon AIRSATONE’s net income. This burden may be satisfied by Customer producing written documentation from the jurisdiction imposing the fee or tax indicating that the fee or tax is based on AIRSATONE’s net income. Customer shall be responsible for providing AIRSATONE any and all documentation substantiating a claim for exemption from taxes or fees prior to the date that Services are first provided under this Agreement. To the extent such documentation is held invalid for any reason, Customer agrees to reimburse AIRSATONE for any tax or fee liability including without limitation related interest and penalties arising from such invalid documentation.
20.0 UNCERTAINTY ABOUT REGULATORY CLASSIFICATION. Customer acknowledges that currently, and from time to time, there is uncertainty about the regulatory classification of some of the Services AIRSATONE provides and, consequently, uncertainty about what fees, taxes and surcharges are due from AIRSATONE and/or its customers. Customer agrees that AIRSATONE has the right to determine, in its sole discretion, what fees, taxes and surcharges are due and to collect and remit them to the relevant governmental authorities, and/or to pay and pass them through to Customer. Customer hereby waives any claims it may have regarding AIRSATONE’s collection or remittance of such fees, taxes and surcharges. Customer understand that it may obtain a list of the fees, taxes and surcharges that AIRSATONE currently collects or passes through by writing to AIRSATONE at the following address and requesting same: AirSatOne, 58 Split Rail Ct., Wentzville, Missouri Attention: Accounts Receivable.
21.0 PROPRIETARY RIGHTS AND CONFIDENTIALITY. All materials including, but not limited to, any AIRSATONE Equipment (including related firmware), software, data and information provided by AIRSATONE, any identifiers or passwords used to access the Service or otherwise provided by AIRSATONE, and any know-how, methodologies or processes including, but not limited to, all copyrights, trademarks, patents, trade secrets, any other proprietary rights inherent therein and appurtenant thereto, used by AIRSATONE to provide the Service (collectively “AIRSATONE Materials”) shall remain the sole and exclusive property of AIRSATONE or its suppliers. Customer may use the AIRSATONE Materials solely for Customer's use of the Service. Customer may not disassemble, decompile, reverse engineer, reproduce, modify or distribute the AIRSATONE Materials, in whole or in part, or use them for the benefit of any third party. All rights in the AIRSATONE Materials not expressly granted to Customer herein are reserved to AIRSATONE.
22.0 CONFIDENTIALITY. Customer agrees to maintain in confidence, and not to disclose to third parties or use, except for such use as is expressly permitted herein, the AIRSATONE Materials and any other information and materials provided by AIRSATONE in connection with this Agreement, that are identified or marked as confidential or are otherwise reasonably understood to be confidential, including but not limited to the content of this Agreement.
23.0 SOFTWARE. If software is provided to Customer hereunder, AIRSATONE grants Customer a limited, non-exclusive and non-transferable license to use such software, in object code form only, solely for the purpose of using the Service for Customer’s internal business purposes during the Term.
24.0 MONITORING, EQUIPMENT UPGRADES AND MODIFICATIONS. AIRSATONE has the right, but not the obligation, to upgrade, modify and enhance the AIRSATONE Equipment (including related firmware) and the Service and take any action that AIRSATONE deems appropriate to protect the Service and its facilities. AIRSATONE has the right to add to, modify or delete any provision of these Terms and Conditions (including the Terms of Use). AIRSATONE will notify Customer of any material adverse change to these Terms and Conditions (including the Terms of Use) or Service descriptions by posting such modified Terms and Conditions (including the Terms of Use) or Service description on the AIRSATONE web site or by email, or, if applicable, in the appropriate AIRSATONE tariff. Upon the effectiveness of any addition, modification or deletion, Customer’s continued use of the Services shall constitute Customer’s consent to such addition, modification or deletion, and agreement to continue to be bound by this Agreement.
25.0 NOTICES. Notices required under this Agreement by you must be provided to us at 58 Split Rail Court, Wentzville, MO 63385, Attention: Customer Service. Notice by AirSatOne to you (including notice of revisions to this Agreement under Section 3) shall be deemed given when: (a) transmitted to your primary email address; or (b) mailed via the US mail or hand-delivered to your address on file with us; or (c) when posted to the Announcements page of the Website.
26.0 TERMINATION. Either Party may terminate this Agreement ; (a) upon ten (10) days written notice of the other Party’s material breach, provided that such material breach is not cured within such thirty (30) day period: or (b) immediately, in the event that the other Party liquidates, is adjudicated as bankrupt, makes an assignment for the benefit of creditors, invokes any provision of law for general relief from its debtors, initiates any proceeding seeking general protection from its creditors, or is removed or delisted from a trading exchange. In addition, in the event that Customer fails to comply with any applicable laws or regulations, the terms of this Agreement or the Terms of Use, AIRSATONE may upon thirty (30) days written notice suspend or discontinue any applicable Service in whole or in part without further notice, provided that such failure is not cured within such thirty (30) day period. In addition, AIRSATONE may immediately terminate or suspend Customer’s or its End User’s use of the Service if such use is determined by AIRSATONE, in its sole discretion, to be resulting in a material degradation of the AIRSATONE network, until such time as such degradation has been remedied. In the event of a suspension, AIRSATONE may require the payment of reconnect or other charges before restarting the suspended Service. Upon the termination or expiration of this Agreement (i) AIRSATONE’s obligations hereunder shall cease; (ii) Customer shall promptly pay all amounts due and owing to AIRSATONE for Service delivered prior to the date of termination or expiration. (iii) Customer shall promptly cease all use of any software provided by AIRSATONE hereunder, and shall return such software to AIRSATONE; and (iv) Customer shall be responsible for reimbursing AIRSATONE for the reasonable and documented costs of the repair or replacement, at AIRSATONE’s discretion, of any AIRSATONE Equipment not returned in accordance with this Section. In addition, notwithstanding anything to the contrary herein, upon early termination of a Service Order by Customer for any reason other than as set forth in this Section (a) or (b) above or by AIRSATONE for any reason set forth in this Section (a) or (b) above, Customer shall, at AIRSATONE’s discretion: (1) promptly pay AIRSATONE the full amount of the Service Charges that Customer would have been charged for the remainder of the Initial Term or the then-current renewal term; or (2) reimburse AIRSATONE for all volume, term or other discounts and credits provided in anticipation of full performance of Customer’s obligations and any unpaid portion of the installation fee set forth in the applicable
27.0 CANCELLATION TIME PERIOD. Cancellation of Services may take 48 hours or longer depending on the termination procedures of the service or of the Satellite Operator. Customer is responsible for all charges until notified by AirSatOne that Service(s) has been cancelled by the Satellite Operator or the 3rd party provider. .
28.0 PAYMENT AUTHORIZATION. If applicable under Section 5.1(d) above and except where additional methods of payment are specifically required or permitted under applicable law or regulation or as otherwise agreed to by AIRSATONE from time to time, you agree that Service Provider can charge your credit card or debit card (“Card Payment”), or initiate an electronic funds transfer out of your bank account (“EFT Payment”) for payment of all Service fees, the Termination Fee or any other amounts payable under this Agreement. Additionally, you agree that Service Provider will bill your monthly Service fee in advance, and such Service fee may automatically be collected through either a Card Payment or EFT Payment. With respect to such charges the following authorization applies: You authorize automatic Card Payments or EFT Payments by Service Provider. You agree that the charges described above will be billed to the credit or debit card provided by you when you applied for the Service until such time as you may authorize recurring EFT Payments. You must provide current, complete, and accurate information for your billing account, and promptly update any changes (such as a change in billing address, credit card number, credit card expiration date, bank account number). If you fail to provide AIRSATONE with any of the foregoing information, you agree that AIRSATONE may continue charging you for any service provided under your account. If we are unable to process your credit or debit card at any time, your account may be immediately suspended or terminated and you will remain responsible for all amounts payable by you to us. Your card issuer agreement governs use of your credit or debit card payment in connection with this Service and you must refer to that agreement with respect to your rights and liabilities as a cardholder. If we do not receive payment from your credit or debit card issuer or its agent, you agree to pay us all amounts due upon demand by us. You agree that AIRSATONE will not be responsible for any expenses that you may incur resulting from overdrawing your bank account or exceeding your credit limit as a result of an automatic charge made under this Agreement.
29.0 BILLING DISPUTES. All Bona Fide Disputes along with Complete Documentation must be submitted in writing and submitted with payment of all amounts due (any such withholding not to exceed twenty percent (20%) of the total invoiced amount), or, alternatively, if customer has already paid its invoice, Customer shall have sixty (60) calendar days from invoice date to give notice of a Bona Fide Dispute regarding such invoice, otherwise such invoice will be deemed correct. Notification and Complete Documentation of a Bona Fide Dispute must be sent to: AirSatOne LLC, 58 Split Rail Ct., Wentzville, MO 63385 Attn: Accounts Receivable or by email to accounting@airsatone.com with duplicate notification to follow via U.S. Mail or overnight delivery. An amount will not be considered "in dispute" until Customer has provided AirSatOne with written notification and Complete Documentation of the Bona Fide Dispute and the Parties will promptly address and attempt to resolve the claim. AirSatOne, in its discretion exercised in good faith, may request additional supporting documentation or reject Customer's Bona Fide Dispute as inadequate. If AirSatOne rejects such Bona Fide Dispute, AirSatOne will so notify Customer and Customer shall pay the withheld portion of the invoice within five (5) business days of such notice. If AirSatOne determines that the Customer is entitled to credits or adjustments for Service then AirSatOne will credit Customer's invoice for such amount on the next appropriate billing cycle.
30.0 PRICE CHANGES. We reserve the right to change our prices at any time. We will notify you at least 30 days in advance if we change the price of the Service. Any price change will be effective at the next renewal or billing period for your Service. If you do not agree to the price change, you must cancel and stop using the Service before the price change takes effect. If you cancel, your Service ends at the end of your current service period or, if we bill your account on a periodic basis, at the end of the period in which you canceled.
31.0 INITIAL TERM AND SPECIFIC TERM. The initial term of Services will begin the first day the Service is operational, specific terms differ from Service to Service and from Plan to Plan and are detailed in the sign-up and or activation process, to which Customer fully agrees to without condition for each Service and Plan. If Customer subscribes for Service(s) for a specific term, Customers Service(s) will automatically renew for the same successive term(s). IF CUSTOMER SUBSCRIBES FOR SERVICES FOR A SPECIFIC TERM, CUSTOMER MAY CANCEL SERVICE BEFORE THE END OF THE TERM, PROVIDED THAT CUSTOMER GIVES AIRSATONE THIRTY (30) DAYS PRIOR TO THE END OF THE THEN CURRENT TERM WRITTEN NOTICE AND PROVIDED THAT YOU PAY AIRSATONE A CANCELLATION FEE AS SET BY AIRSATONE FROM TIME TO TIME. IF CUSTOMER CANCELS SERVICE BEFORE THE END OF THE THEN CURRENT TERM CUSTOMER WILL BE RESPONSIBLE FOR A LUMP SUM TERMINATION FEE AT THE TIME OF CANCELLATION. Upon cancellation of Your Service, Customer will remain responsible and agree to pay for all charges which Customer owe’ s AirSatOne until Customer has paid Customers account in full to the satisfaction of AirSatOne. A cancellation fee may apply to all service cancellations.
32.0 INDEMNIFICATION. Customer agrees to defend, indemnify and hold harmless AIRSATONE, its affiliates, its service providers and suppliers and their respective officers, directors, employees and agents, from and against third party claims, liabilities, damages and expenses, including reasonable attorneys’ and other professionals’ fees, arising out of or relating to: (a) the use of the Service, including but not limited to a breach of Section 9,10 and/or 11 herein; (b) personal injury or property damage caused by the negligence or willful misconduct of Customer or its employees or agents.
33.0 EXPORT & RE-EXPORT OF EQUIPMENT & SOFTWARE. Customer understands that certain products and technical data purchased from, provided by or acquired from AirSatOne are subject to United States export controls. Customer shall obtain any documents required by law or regulations of the United States or any other relevant jurisdiction for the export of AirSatOne’s or 3rd party products and technical data. Customer shall at all times abide by all United States Export Administration Regulations and Department of State Defense Trade Controls Regulations as they pertain to export and re-export of U.S. origin products and technical data, and any foreign origin products and technical data subject to U.S. jurisdiction. This includes any and all re-exports of U.S. products and technical data from one foreign country to another and release of technical data to a foreign national of another country. ANY EXPORT OR RE-EXPORT OF AIRSATONE’S OR 3RD PARTY PRODUCT OR TECHNICAL DATA CONTRARY TO UNITED STATES LAWS IS STRICTLY PROHIBITED BY THIS AGREEMENT.
34.0 DISCLAIMER OF WARRANTY. CUSTOMER ASSUMES TOTAL RESPONSIBILITY FOR USE OF THE SERVICE AND USES THE SAME AT ITS OWN RISK. AIRSATONE EXERCISES NO CONTROL OVER AND HAS NO RESPONSIBILITY WHATSOEVER FOR THE CONTENT TRANSMITTED OR ACCESSIBLE THROUGH THE SERVICE AND AIRSATONE EXPRESSLY DISCLAIMS ANY RESPONSIBILITY FOR SUCH CONTENT. EXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT, THE SERVICE, AIRSATONE EQUIPMENT AND AIRSATONE MATERIALS ARE PROVIDED “AS IS,” WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE, NON-INFRINGEMENT, SYSTEM INTEGRATION, DATA ACCURACY, QUIET ENJOYMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NO ADVICE OR INFORMATION GIVEN BY AIRSATONE, ITS AFFILIATES OR ITS CONTRACTORS OR THEIR RESPECTIVE EMPLOYEES SHALL CREATE ANY WARRANTY. AIRSATONE DOES NOT REPRESENT OR WARRANT THAT THE SERVICE WILL MEET CUSTOMER’S REQUIREMENTS, PREVENT UNAUTHORIZED ACCESS BY THIRD PARTIES, BE UNINTERRUPTED, SECURE, ERROR FREE, WITHOUT DEGRADATION OF VOICE QUALITY OR LOSS OF CONTENT, DATE OR INFORMATION OR THAT ANY MINIMUM TRANSMISSION SPEED IS GUARANTEED AT ANY TIME. EXCEPT AS SET FORTH IN THIS AGREEMENT, AIRSATONE DOES NOT WARRANT THAT ANY SERVICE OR EQUIPMENT PROVIDED BY AIRSATONE WILL PERFORM AT A PARTICULAR SPEED, BANDWIDTH OR THROUGHPUT RATE. IN ADDITION, CUSTOMER ACKNOWLEDGES AND AGREES THAT TRANSMISSIONS OVER THE SERVICE MAY NOT BE SECURE. CUSTOMER FURTHER ACKNOWLEDGES AND AGREES THAT ANY DATA, MATERIAL OR TRAFFIC OF ANY KIND WHATSOEVER CARRIED, UPLOADED, DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT CUSTOMER’S OWN DISCRETION AND RISK AND THAT CUSTOMER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO CUSTOMER’S OR AN END USER’S COMPUTER SYSTEM OR EQUIPMENT (INCLUDING NETWORK EQUIPMENT) OR LOSS OF SUCH DATA, MATERIAL OR TRAFFIC DURING, OR THAT RESULTS FROM, CUSTOMER’S OR ITS END USERS’ USE OF THE SERVICE INCLUDING, BUT NOT LIMITED TO, CUSTOMER’S OR END USERS’ SENDING OR RECEIVING, OR UPLOADING OR DOWNLOADING, OR ATTEMPTS TO DO SAME, OF SUCH DATA, MATERIAL OR TRAFFIC. IN ADDITION, CUSTOMER ACKNOWLEDGES AND AGREES THAT AIRSATONE’S THIRD PARTY SERVICE PROVIDERS DO NOT MAKE ANY WARRANTIES TO CUSTOMER UNDER THIS AGREEMENT AND AIRSATONE DOES NOT MAKE ANY WARRANTIES ON BEHALF OF SUCH SERVICE PROVIDERS UNDER THIS AGREEMENT, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, SYSTEM INTEGRATION, DATA ACCURACY OR QUIET ENJOYMENT.
35.0 LIMITATION OF LIABILITY. IN NO EVENT SHALL AIRSATONE BE LIABLE TO CUSTOMER, AN END USER OR ANY THIRD PARTY FOR ANY INCIDENTAL, INDIRECT, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, REGARDLESS OF WHETHER AIRSATONE HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. AIRSATONE’S AGGREGATE LIABILITY FOR ANY REASON AND ALL CAUSES OF ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT (INCLUDING, BUT NOT LIMITED TO, CONTRACT, TORT (INCLUDING NEGLIGENCE) AND STRICT PRODUCT LIABILITY)) SHALL BE LIMITED TO THE FEES PAID OR OWED BY CUSTOMER THAT IS THE SUBJECT MATTER OF THE CLAIM IN THE THREE (3) MONTHS PRECEDING THE DATE THE CLAIM ARISES. IN NO EVENT SHALL AIRSATONE’S AFFILIATES, THIRD PARTY SERVICE PROVIDERS OR SUPPLIERS HAVE ANY LIABILITY TO CUSTOMER HEREUNDER. AIRSATONE SHALL NOT BE RESPONSIBLE FOR ANY LOSSES OR DAMAGES ARISING AS A RESULT OF THE UNAVAILABILITY OF THE SERVICE, INCLUDING THE INABILITY TO REACH 911 OR OTHER EMERGENCY SERVICES OR REMOTE MEDICAL OR OTHER MONITORING SERVICE PROVIDER OR ANY FAILURE OR FAULT RELATING TO CUSTOMER-PROVIDED EQUIPMENT, FACILITIES OR SERVICES.
36.0 DISCLOSURE OF CUSTOMER INFORMATION. Customer’s privacy interests, including Customer’s ability to limit disclosure of certain information to third parties, may be addressed by, among other laws, the Federal Telecommunications Act (the “Telecommunications Act”), the Federal Cable Communications Act (the “Cable Act”), the Electronic Communications Privacy Act, and, to the extent applicable, state laws and regulations. Customer proprietary network information and personally identifiable information that may be collected, used or disclosed in accordance with applicable laws is described in AirSatOne’s Subscriber Privacy Notice which are incorporated herein by reference. The Subscriber Privacy Notice is available from AirSatOne in writing. In addition to the foregoing, Customer hereby acknowledges and agrees that AirSatOne may disclose Customer's and its employees' personally identifiable information as required by law or regulation, or the American Registry for Internet Numbers (“ARIN”) or any similar agency, or in accordance with AirSatOne’s Subscriber Privacy Notice. In addition, AirSatOne shall have the right (except where prohibited by law notwithstanding Customer’s consent), but not the obligation, to disclose any information to protect its rights, property and/or operations, or where circumstances suggest that individual or public safety is in peril.
37.0 FORCE MAJEURE. Notwithstanding anything to the contrary contained herein, AirSatOne shall have no liability to the other hereunder due to circumstances beyond its control, including, but not limited to, acts of God, terrorism, flood, fiber cuts, natural disaster, regulation or governmental acts, fire, civil disturbance, weather, or any unauthorized access to or destruction or modification of the Service, in whole or in part (each a “Force Majeure Event”). No party is entitled to terminate this Agreement under Clause 26 (Termination) in such circumstances.
38.0 REPRESENTATION OF AUTHORITY. Each individual executing this Agreement on behalf of a party hereto hereby represents and warrants that he or she is, on the date he or she signs this Agreement, duly authorized by all necessary and appropriate action to execute this Agreement on behalf of such party and does so with full legal authority. By signing this Agreement, either in writing or electronically, he or she acknowledges unconditional acceptance of the Terms and Conditions in the entire agreement.
39.0 ORDER OF PRECEDENCE. Each Service shall be provisioned pursuant to the terms and conditions of the Master Agreement. In the event that AIRSATONE permits a Customer to use its own standard purchase order form to order the Service, the Parties hereby acknowledge and agree that the terms and conditions hereof shall prevail notwithstanding any variance with the terms and conditions of any purchase order submitted by Customer, and any different or additional terms contained in such purchase order shall have no force or effect. To the extent that the terms of any Service Agreement or Service Order are inconsistent with the terms of these Terms and Conditions, the terms of the Service Agreement then the terms of the Service Order shall control.
40.0 SUSPENSION, TERMINATION OR RESTRICTION OF SERVICES. AirSatOne shall be entitled, at any time, without notice or liability, and with immediate effect, unilaterally to modify, restrict, suspend or terminate, temporarily or permanently, service to the satellite Terminal Owner or Customer for operational, regulatory or legal reasons including, but not limited to, emergencies, as directed by regulatory, administrative or judicial authority, terminal degradation of the satellite space segment, terminals not meeting criteria and performance standards to which it was type certified, non-compliance of the Satellite Segment requirements or AirSatOne’s requirements. AirSatOne will lift such modification, restriction or suspension, if the Terminal Owner has provided to AirSatOne satisfaction that compliance has been resumed and will be maintained, or that such unauthorized practice has been and will be discontinued by the Terminal Owner or Customer.
41.0 RESOLUTION OF DISPUTES.
a. The parties desire to resolve disputes arising out of this Agreement without litigation. Accordingly, except for action seeking a temporary restraining order or injunction related to the purposes of this Agreement, or suit to compel compliance with this dispute resolution process, the parties agree to use the following alternative dispute resolution procedure as their sole remedy with respect to any controversy or claim arising out of or relating to this Agreement or its breach.
b. At the written request of a party, each party will appoint a knowledgeable, responsible representative to meet and negotiate in good faith to resolve any dispute arising under this Agreement. The parties intend that these negotiations be conducted by non-lawyer, business representatives. The location, format, frequency, duration, and conclusion of these discussions shall be left to the discretion of the representatives. Upon agreement, the representatives may mutually agree to utilize other alternative dispute resolution procedures such as mediation to assist in the negotiations. Discussions and correspondence among the representatives for purposes of these negotiations shall be treated as confidential information developed for purposes of settlement, exempt from discovery and production, which shall not be admissible in the arbitration described below or in any lawsuit without the concurrence of all parties. Documents identified in or provided with such communications that are not prepared for purposes of the negotiations are not so exempted and may, if otherwise admissible, be admitted in evidence in the arbitration or lawsuit.
c. If the negotiations do not resolve the dispute within sixty (60) calendar days of the initial written request, the dispute shall be submitted to binding arbitration by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. A party may demand such arbitration in accordance with the procedures set out in those rules. Discovery shall be controlled by the arbitrator and shall be permitted to the extent set out in this section. Each party may submit in writing to a party, and that party shall so respond, to a maximum of any combination of twenty-five (25) (none of which may have subparts) of the following: interrogatories, demands to produce documents and requests for admission. Each party is also entitled to take the oral deposition of one (1) individual representing another party. Additional discovery may be permitted upon mutual agreement of the parties. The arbitration hearing shall be commenced within sixty (60) calendar days of the demand for arbitration. The arbitration shall be held in Fairfax County of the Commonwealth of Virginia. The arbitrator shall control the scheduling so as to process the matter expeditiously. The parties may submit written briefs. The arbitrator shall rule on the dispute by issuing a written opinion within thirty (30) calendar days after the close of hearings. The times specified in this section may be changed upon mutual agreement of the parties or by the arbitrator upon a showing of good cause. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction.
d. Each party shall bear its own costs of these procedures. A party seeking discovery shall reimburse the responding party the costs of production of documents (to include reasonable search time and reproduction costs). The parties shall equally split the fees of the arbitration and the arbitrator.
42.0 GENERAL PROVISIONS.
40.1 All obligations of the parties under this Agreement, which, by their nature, would continue beyond the termination of this Agreement, including without limitation, those relating to Limitation of Liability and Indemnification, shall survive such termination.
42.2 AirSatOne will not be liable for delays, damages or failures in performance due to causes beyond its reasonable control, including, but not limited to, acts of a governmental body, acts of God, acts of third parties, fires, floods, strikes, work slow-downs or other labor-related activity, or an inability to obtain necessary equipment or services.
42.3 Use, duplication or disclosure by any Government entity is subject to restrictions set forth, as applicable, in subparagraphs (a) through (d) of the Commercial Computer-Restricted Rights clause at FAR 52.227-19, FAR 12.212, DFARS 227.7202, or in subparagraph (c) (1) (ii) of the Rights in Technical Data and Computer Software clause of DFARS 252.227-7013, and in similar clauses in the NASA FAR Supplement. Contractor/manufacturer is AirSatOne or its licensors and suppliers. The use of Software and documentation is further restricted in accordance with the terms of this Agreement.
42.4 With regard to electronic communications, Customer and AirSatOne further agree that the User ID and/or alias of a sender, contained in an email, is legally sufficient to verify the sender's identity and the authenticity of the communication.
43.0 ASSIGNMENT OR TRANSFER. You may not assign or otherwise transfer this Agreement, or your rights or obligations under it, in whole or in part, to any other person. Any attempt to do so shall be void. We may freely assign all or any part of this Agreement with or without notice and you agree to make all subsequent payments as directed.
44.0 SALE OF AIRCRAFT. In the event the aircraft is sold or transferred AirSatOne will be notified immediately, the customer will be responsible of all airtime, service and equipment fees, charges and usage up and to the time AirSatOne is notified of the sale of the aircraft AND service is reported TERMINATED back to the customer.
45.0 VALIDITY & WAVER; SEVERABILITY. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect. A waiver of any conditions or provisions of this Agreement in a given instance shall not be deemed a waiver of such conditions or provisions at any other time. If any of the provisions, terms or clauses of this Agreement is declared illegal, unenforceable or ineffective in a legal forum, those provisions, terms and clauses shall be deemed severable, such that all other provisions, terms and clauses of this Agreement shall remain valid and binding upon both parties. AirSatOne's failure at any time to insist upon strict compliance with any of the provisions of this Agreement shall not be construed to be a waiver of such terms in the future.
46.0 ENTIRE AGREEMENT. The Agreement, including without limitation all attachments that are attached hereto and incorporated herein by this reference, sets forth the entire agreement between the Parties with respect to the subject matter hereof and supersedes all previous written or oral agreements or representations between the Parties with respect to such subject matter.
