TERMS OF USE AGREEMENT

AGREEMENT

Use of the Aircorps Library is subject to the terms and conditions in this Agreement.

• 1. Recital. The foregoing recitals are incorporated into and made a part of this Agreement as if fully set forth herein.

• 2. Access to Library. The Drawings within Library that will be accessible by Customer pursuant to this Agreement shall be those listed on Schedule One, attached hereto and made a part hereof. Subject to the terms set forth in this Agreement, AirCorps hereby grants to the Customer a non-exclusive, non-transferable and limited license to use and access to the Library. However, AirCorps is furnishing the Library with all rights reserved and the Customer acknowledges that the title, copyright and all other rights to the Library shall remain with AirCorps. By viewing and using the Drawings and Library, Customer acknowledges and agrees to comply with and be bound by the terms and conditions of this Agreement, any future amendments AirCorps may make to the Agreement and any other policies and procedures AirCorps may implement in connection with Customer's access to and use of the Drawings and Library.

  The Customer shall have not have any right, title or interest in the Library, except as provided herein. Except as provided above, the Customer shall not copy, reproduce, duplicate, publish, disclose, distribute, license, sub-license, relicense, use as the basis for a derivative database, assign, release, transfer, sell or otherwise make the Library available to any other organization or person in any form or manner whatsoever. The AirCorps reserves the right to withdraw from the Library any Drawing, item or part of an item for which it no longer retains ownership rights or which it has reasonable grounds to believe infringes copyright or is unlawful or otherwise objectionable or for which AirCorps reasonably believes that the Customer has failed to adequately protect AirCorps’s title, copyright and other rights.

• 3. AirCorps’ duties.

  • 3.1 During the term hereof, AirCorps shall provide Customer with access to the Library and supply Customer with unique security codes, User Identifications and passwords as Customer may require.

  • 3.2 Availability of Access. AirCorps shall notify Customer by telephone, e-mail or posting a message on AirCorps's website of scheduled maintenance or upgrade work which may make the Drawings or Library unavailable for periods of time greater than two (2) hours. AirCorps does not warrant that the Drawings or Library will be available to Customer on a continual twenty-four hour basis.

• 4. Customer restrictions and duties.

  • 4.1 Customer shall use the Library and all information obtained therefrom solely for its internal purposes. Customer shall not access such Library for the benefit of third parties or provide any information obtained from such Library to third parties. Customer is solely responsible for its use of the Drawings and Library. Customer agrees that it will not use the Drawings or Library for any illegal purpose, in infringement of copyright, trademark, intellectual property or propriety rights or laws, or in any manner of for any purpose that interferes with or disrupts other customers, services or equipment, including AirCorps' users, services and equipment. Customer acknowledges and agrees that AirCorps website was developed by and is solely owned by AirCorps and that it will remain the exclusive property of AirCorps.

  • 4.2 Customer shall comply with all proprietary and restrictive notices that may appear in the Library.

  • 4.3 Customer recognizes that the traffic of data through the Internet or other communications systems may cause delays during the download of information from the Library and shall not hold AirCorps liable for delays which are ordinary in the course of Internet use or the use of other communications systems. Customer recognizes that the Library shall not be available on a continual twenty-four hour basis due to such delays and due to delays caused by AirCorps’ upgrading, modification, or standard maintenance of the Library.

  • 4.4 Customer shall be responsible for maintaining the security of the unique security code(s), User Identification(s) and password(s) issued to Customer. Customer shall immediately inform AirCorps of any lost or stolen security code(s), user identification(s), or password(s). Customer shall be liable for all charges for access to the Library obtained from use of such security code(s), user identification(s) or passwords(s) should Customer fail to immediately notify AirCorps of the theft or loss of said security code(s), user identification(s), or password(s). Customer is responsible for establishing and providing Customer's own connection to AirCorps website. No other services are provided under this Agreement.

• 5. Fees and Charges. In consideration of its access to the Library hereunder, Customer shall pay AirCorps the fees and charges identified on Schedule 2, attached and incorporated by reference herein. In addition to the charges identified on Schedule 2, Customer shall pay all applicable taxes based on or measured by this Agreement, the access to Library excluding taxes based on AirCorps’ net income. Customer shall pay AirCorps a late payment charge of 1.5 percent per month, or the maximum rate permitted by applicable law, whichever is less, on any unpaid amount for each calendar month or fraction thereof that any payment to AirCorps is in arrears.

• 6. DISCLAIMER OF WARRANTY. The Drawings and Library are provided “as is” without any warranty or representation whatsoever, including any representation as to accuracy, timeliness, completeness, non-infringement, copyright or trademark rights or disclosure of confidential information. All burdens, including any burden for determining accuracy, completeness, timeliness, merchantability and fitness for or the appropriateness for use rests solely on the Customer. AirCorps make no warranties, express or implied, to update any of the information provided hereunder.

  WHILE VENDOR BELIEVES THAT THE LIBRARY AND THE INFORMATION CONTAINED THEREIN ARE ACCURATE AND CORRECT, VENDOR DOES NOT WARRANT THE ACCURACY OR THE CORRECTNESS OF ANY DRAWINGS, THE LIBRARY, OR THE INFORMATION CONTAINED THEREIN. THE DRAWINGS AND LIBRARY ARE SUPPLIED TO THE CUSTOMER ON AN “AS IS” BASIS WITHOUT ANY WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE.

  Customer acknowledges and accepts responsibility for all use of the Library and recognizes that the Drawings my contain inaccuracies and is dynamic and in a constant state of maintenance, correction and update which will result in changes during the term of this Agreement. The AirCorps shall operate and maintain AirCorps website, contingent upon AirCorps’ network and equipment capacity, and connection availability. The Customer acknowledges and accepts that AirCorps does not operate or control the Internet or the World Wide Web. The Customer further acknowledges and accepts that from time to time AirCorps website, Drawings or Library may not be accessible due to maintenance.

• 7. LIMITATION OF LIABILITY.

  • 7.1 IN NO EVENT SHALL VENDOR, ITS OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES OR AGENTS, OR THEIR RESPECTIVE SUCCESSORS, HEIRS OR ASSIGNS BE LIABLE TO CUSTOMER FOR ANY INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES, LOSS, CLAIM, OR LOST PROFITS ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE PERFORMANCE OR BREACH THEREOF, OR THE ACCURACY OR CORRECTNESS OF THE LIBRARY OR THE INFORMATION CONTAINED THEREIN, EVEN IF VENDOR HAS BEEN ADVISED OF THE POSSIBILITY THEREOF. VENDOR’S LIABILITY TO CUSTOMER HEREUNDER, IF ANY, SHALL IN NO EVENT EXCEED THE TOTAL AMOUNT CUSTOMER PAID TO VENDOR HEREUNDER.

  • 7.2 IN NO EVENT SHALL VENDOR BE LIABLE TO CUSTOMER FOR ANY DAMAGES RESULTING FROM OR RELATED TO ANY FAILURE OR DELAY OF VENDOR IN PROVIDING ACCESS TO THE LIBRARY UNDER THIS AGREEMENT OR TO THE ACCURACY OR CORRECTNESS OF THE LIBRARY OR THE INFORMATION CONTAINED THEREIN.

• 8. Indemnification. Customer agrees to indemnify and hold AirCorps and its officers, agents servants and employees and their respective heirs, successors and assigns, harmless from any and all claims, suits, losses, liabilities, costs and expenses, including attorneys’ fees, which arise directly or indirectly out of or in connection with Customer’s use of the Drawings or Library, or which result from any violation of the provisions of this Agreement. The provisions of this Section shall survive the termination of this Agreement.

• 9. Term. The term of this Agreement shall be for a period of 12 months commencing on the date set forth above and shall include any hereinafter as described below (the "Term"). This Agreement may be renewed for additional one (1) year period upon the mutual agreement of the parties ("Renewals"). AirCorps shall send notification to Customer via e-mail thirty (30) days and seven (7) prior to expiration of the Term advising Customer of the need to renew this Agreement. Upon expiration of the Term, Customer will be entitled to one additional log-in to the Library at which time Customer will receive a final notification regarding the need to renew. Customer will not be entitled to any further access to the Library without renewing this Agreement. For any Renewals, the charges of Paragraph 4 hereof shall be AirCorps’ then current charges at the time so such Renewal. If Customer breaches any provision of this Agreement at any time during the Term, in addition to any other rights or remedies it may be entitled to, AirCorps may suspend access under this Agreement, without prior notice.

• 10. Termination/cancellation.

  • 10.1 This Agreement may be terminated/cancelled by AirCorps, if Customer fails to pay any charges or taxes to AirCorps required to be paid hereunder, or if Customer becomes insolvent or seeks protection, voluntarily or involuntarily, under any bankruptcy law.

  • 10.2 This Agreement may be terminated/cancelled by Customer at any time upon thirty (30) days prior written notice given to AirCorps. If Customer terminates/cancels at any time other than upon the expiration of the Term, Customer shall not be entitled to any refund, pro-rata or otherwise, of the annual fee paid by Customer in accordance with Section 5.

  • 10.3 In the event of any termination/cancellation of this Agreement, AirCorps may:

    • 10.3.1 Declare all amounts owed to it hereunder to be immediately due and payable; and

    • 10.3.2 Deny Customer further access to the Library hereunder without liability to Customer.

  • 10.4 The foregoing rights and remedies of AirCorps shall be cumulative and in addition to all other rights and remedies available to it in law and in equity.

  • 10.5 In the event of any expiration, termination or cancellation of this Agreement, provisions hereof that are intended to continue and survive shall so continue and survive.

• 11. Privacy. Customer will be required to submit personal information to in connection with Customer's registration, membership, access to the Library and purchase of any products from AirCorps. AirCorps shall collect that information and use it for the purposes of providing Customer with information or advice about the Library, AirCorps' goods and services and for processing an order by Customer for any goods and/or services. AirCorps shall only disclose Customer's personal information to third parties where the disclosure is necessary and directly related to the purposes set out above or as may be required by law, regulation, supervisory authority or other applicable judicial or governmental order.

• 12. General.

  • 12.1 This Agreement is the sole agreement between the parties relating to the subject matter hereof and supersedes all prior understandings, writings, proposals, representations or communications, oral or written, of either party. This Agreement may be amended only by an instrument executed by the authorized representatives of both parties.

  • 12.2 This Agreement shall be interpreted and construed in accordance with, and governed by, the laws of the State of Minnesota, excluding any such laws that might direct the application of the laws of another jurisdiction. Venue shall be in a court of competent jurisdiction located within the County of Beltrami, Minnesota.

  • 12.3. The section headings are for reference and information purposes only, and shall not affect in any way the meaning or interpretation of this Agreement. References to singular shall include the plural and to plural shall include the singular. References to a person shall include a corporate or government body. Words such as “including” and similar expressions shall not be read as words of limitation.

  • 12.4. AirCorps shall not be liable or deemed in default for any delays or failure in performance resulting directly or indirectly from any cause or circumstances beyond their reasonable control, including acts of God, war, embargoes, fire, flood, accidents, strikes, shortages of transportation facilities, telecommunications facilities or software programs. In the event of default by AirCorps, damages shall be limited to the fees paid by Customer hereunder.

  • 12.5. If any term or condition hereof is found by a court or administrative body to be invalid or unenforceable, the remaining terms and conditions hereof shall remain in full force to the maximum extent of the law.