ARC Safety Management System
Software Terms and Conditions
Terms and Conditions
- Definitions. “Services” shall mean the ARC® Safety Management System Software.
- License. Subject to the terms and conditions of this Agreement, AviationManuals will provide Customer the subscription set forth in the Order for the subscription term. Customer may use the Services solely for Customer’s own internal business operations (not for the benefit of any other person or entity) during the subscription term, provided Customer has paid and continues to pay the subscription fees. AviationManuals may terminate provision of the Services at the end of a subscription term unless Customer continues to pay subscription fees for the Services. Subscription fees are nonrefundable. AviationManuals may audit its systems to confirm Customer’s authorized use of the Services. Customer may not rent, lease or timeshare the Services or provide subscription services for the Services or permit others to do so. Subject to the terms of this Agreement, Customer may allow its agents and independent contractors to use the Services solely for the benefit of Customer; provided, however, Customer remains responsible for any breach of this Agreement. Any other use of the Services by any other entity is forbidden and a violation of this Agreement.
- Username and Password. (a) CUSTOMER AGREES THAT CUSTOMER IS THE ONLY PARTY AUTHORIZED, AND SHALL NOT TO PERMIT OTHERS, TO ACCESS THE SERVICES USING CUSTOMER’S USERNAME OR PASSWORD; (b) Customer assumes all liability from use of the Services through Customer’s username or password; and (c) if Customer loses or believes Customer’s username or password may be compromised, Customer will promptly contact AviationManuals.
- Warranty Disclaimer; Liability Limitation. (a) THE SERVICES ARE PROVIDED “AS IS” AND “WITH ALL FAULTS,” WITHOUT WARRANTIES OF ANY KIND; (b) AVIATIONMANUALS HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NONINFRINGEMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, AVIATIONMANUALS DOES NOT MAKE ANY WARRANTIES REGARDING: (i) AVAILABILITY OF THE SERVICES AT ANY PARTICULAR TIME; (ii) ACCURACY OF ANY CONTENT PROVIDED THROUGH THE SERVICES; (iii) LACK OF VIRUSES OR (iv) THAT THE SERVICES WILL MEET ANY PARTICULAR CRITERIA OF PERFORMANCE OR QUALITY; (c) IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, OR SPECIAL DAMAGES WHATSOEVER, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF OR UNAUTHORIZED ACCESS TO INFORMATION, OR THE LIKE, EVEN IN THE EVENT OF FAULT, TORT, BREACH OF CONTRACT OR BREACH OF WARRANTY, AND EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; (d) IN NO EVENT WILL AVIATIONMANUALS BE LIABLE FOR ANY AMOUNT IN EXCESS OF THE TOTAL DOLLAR AMOUNT ACTUALLY RECEIVED BY AVIATIONMANUALS FROM CUSTOMER HEREUNDER DURING THE YEAR PRIOR TO CUSTOMER’S CLAIM.
- Representations and Warranties. Customer represents and warrants that (a) Customer possess the legal right and ability to enter into this Agreement; (b) by entering this Agreement and using the Services, Customer is not breaching obligations to any third party; (c) Customer possesses the legal right to use any information, materials, or media of whatever kind and description which Customer places on the Services; (d) all information submitted by Customer through the Services will be true and accurate; and (e) Customer will not use the Services for any purpose that is unlawful or prohibited by this Agreement.
- Customer Conduct. Customer shall not (a) use any device, software, routine or the like to interfere or attempt to interfere with any functionality of the Services; (b) take any action that imposes an unreasonable or disproportionately large load on the Site infrastructure; (c) access the Services by any means other than through the interface that is provided by AviationManuals or access or attempt to access any of the Services to which Customer’s access is not authorized; or (d) reverse engineer, reverse assemble or otherwise attempt to discover any source code relating the Services.
- Intellectual Property. The Services and all related intellectual property rights are the exclusive property of AviationManuals. All right, title and interest in and to the Services, any modifications, translations, or derivatives thereof, even if unauthorized, and all applicable rights in patents, copyrights, trade secrets, trademarks and all intellectual property rights in the Services remain exclusively with AviationManuals. The Services are valuable, proprietary, and unique, and Customer agrees to be bound by and observe the proprietary nature of the Services. The Services contain material that is protected by patent, copyright and trade secret law, and by international treaty provisions. Customer may only use the Services as expressly permitted under this Agreement. Customer may only access the Services for individual use and may not reproduce, publish, distribute, sell, rent, sublicense, lease, transfer or assign, alter, translate, modify, or adapt, decompile, disassemble, or otherwise reverse-engineer any of the Services in any manner whatsoever. Any breach of this Section 7 would cause AviationManuals irreparable harm, (ii) the remedies at law for breach of any covenant contained in this Agreement may be inadequate and (iii) AviationManuals shall be entitled to injunctive relief for any breach of this Agreement. Nothing contained herein shall be construed as limiting AviationManuals’ right to any other remedies at law, including the recovery of damages.
- Indemnification Customer agrees to indemnify, defend and hold harmless AviationManuals, its successors, officers, directors, members, managers, shareholders, employees, designees and agents (the “Indemnified Parties”) from and against any and all claims, actions, demands, costs, losses liabilities, penalties, damages and expenses (including reasonable legal and accounting fees) (collectively, the “Claims”) relating to or arising from Customer’s use of the Services, or breach (or alleged breach) of Customer’s representations, warranties and covenants under this Agreement.
- General. (a) If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, its remaining provisions will remain in full force and effect; (b) either party’s failure to act with respect to a breach by the other party does not waive the non-breaching party’s right to act with respect to subsequent or similar breaches; (c) no joint venture, partnership, employment or agency relationship exists between Customer and AviationManuals as a result of this Agreement or Customer’s use of the Services; (d) this Agreement is governed by and shall be construed in accordance with the laws of the State of Maryland without regard to its conflicts of law principals, and any legal action seeking to enforce this Agreement must be brought in the state or federal courts within Montgomery County, Maryland; (e) Customer may assign or transfer this Agreement or any rights or obligation hereunder to a successor entity upon a merger of the Customer and such successor entity or upon Customer’s sale of substantially all of its assets to a third party if such third party consents to the assumption of the rights and obligations hereunder; (f) neither party shall be liable for, and is excused from, any failure or delay in performance due to or arising out of acts of God, civil or military authority, war or terrorism, or any other cause beyond such party’s reasonable control; (g) this Agreement constitutes the entire understanding of the parties with respect to the subject matter hereof, and it supersedes all prior and/or contemporaneous oral and written agreements or understandings; and (h) we may change the terms of this Agreement from time to time. By continuing use of the Services after we post any such changes, you accept the Agreement as modified.
- Confidential Information. AviationManuals acknowledges that through its engagement with Customer, it may be exposed to and gain proprietary and confidential information of Customer. AviationManauls acknowledges that confidential information of Customer, includes, but is not limited to: trade secrets, technical data, know-how, ideas and concepts, inventions, methodologies, information relating to Customer’s contracts or proposals, pricing, resumes, labor categories, business strategies, employee names and job responsibilities, project plans & details, training materials, technology, software, computer files, techniques, procedures, policies, manuals, processes, specifications, proposals, business plans, research, product plans, products, services, staffing, franchisee information, franchisee lists, vendor pricing, vendor lists, promotion and marketing activities, finances, and business affairs (collectively, the “Confidential Information”). Notwithstanding the foregoing, the following does not constitute Confidential Information for purposes of this Agreement: information that is or becomes publicly available other than as a result of a disclosure by AviationManuals in violation of this Agreement. AviationManuals agrees that during the term of this Agreement and at all times after termination of this Agreement, regardless of the reason for termination, so long as such information remains Confidential Information, AviationManuals shall: (i) not use, directly or indirectly, or in concert with any third party, the Confidential Information for any purpose; (ii) not disclose the Confidential Information to any third party without Customer’s prior written consent; (iii) take reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information. In the event of a breach or threatened breach by AviationManuals of this Section, it is agreed that Customer shall be entitled to (1) injunctive relief in whole or in part and from time-to-time, and (2) all costs and expenses, including reasonable attorneys’ fees, incurred in the enforcement of the provisions of this Section. AviationManuals further acknowledges that remedies at law for any breach or threatened breach of the provisions of this Section will be inadequate and, accordingly, that Customer shall, in addition to all other available remedies (including, without limitation, seeking such monetary damages as can be shown to have been sustained by reason of such breach), be entitled to injunctive or other equitable relief without being required to post bond or other security of any character, and without having to prove or otherwise establish the inadequacy of available remedies at law for the breach or threatened breach hereof by AviaitonManuals. AviationManuals further agrees that it shall not plead or otherwise defend any claim of breach or threatened breach hereof on grounds of adequate remedy at law or any element thereof, in an action by Customer against AviationManuals for injunctive relief or for specific performance of any of AviationManuals’ obligations pursuant to this Section.