You shall maintain the confidentiality of Your Log-in Credentials issued to You by JPL. Your Log-in Credentials may not be transferred to or shared with anyone. You are not permitted to allow anyone to log-in using Your Log-in Credentials or to allow anyone to view this Site during a session when You are logged in to the Site. You shall notify JPL at [email protected] immediately if You become aware of any unauthorized use of Your Log-in Credentials or if the confidentiality of Your Log-in Credentials may have become compromised. You shall log out of any session when You finish Your use of the restricted portion of the Site. You are responsible for all activity that occurs under Your Log-in Credentials. JPL has the right (but not the obligation) to immediately suspend or terminate Your ability to access and use the restricted portion of the Site if, in JPL’s sole discretion, (a) Your use may cause harm to the Site or disrupt the ability of other users to use and access the Site, (b) fraudulent, unauthorized or illegal use of the Site is or may be occurring, (c) such suspension or termination is necessary or advisable to protect the Site, JPL’s Confidential Information (as defined below), User Data (as defined below) or the data of any other JPL client, (d) JPL determines it may be required by law or court order to suspend or terminate access, or (e) Your use of the Site is in violation of any other agreement between You and JPL. You may be unable to access the Site from time to time in the event JPL or its contractors are performing maintenance to or updating the Site, and such inability to access the Site may be due to scheduled or unplanned maintenance or updates.
Data on the Site is provided for informational purposes only, and is for use solely by JPL customers. Data on the Site is not intended as maintenance advice nor as any recommendation by JPL as to the safety, operation or servicing of aircraft assets. Nothing on the Site is intended as, and nothing on the Site shall be deemed to be, an indication by JPL that You are in compliance with laws, safety regulations, or maintenance obligations. You are solely responsible for all decisions regarding the operation, maintenance, and safety of Your aircraft assets and for compliance with all applicable laws, safety regulations, or maintenance obligations. It is Your sole responsibility to ensure the completeness and accuracy of any information You upload to or obtain from the Site, and for obtaining any legal, tax, financial or industry advice that may be warranted, desirable or necessary. The Site in no way should be seen as a replacement for consultation with subject matter experts. You agree to use the Site solely for Your internal business purposes, subject to all limitations and disclaimers set forth in these Terms.
The restricted portion of the Site allows You to request information to locate aircraft parts or equipment for purchase. To submit a request, a You will need to fill out a form located at the Site and provide JPL with the information that is sought on such form. JPL will research Your request and respond to You via the Site to advise whether JPL has located the equipment or part You are requesting. JPL makes no guarantee that it will be able to locate the part or equipment that is the subject of Your request. If JPL locates the equipment or part, JPL’s response to You will list the equipment or part, the price and other relevant information that JPL has gathered (a “Parts Quote”). The Parts Quote is JPL’s Confidential Information (as defined below) and shall be protected in accordance with the terms of Section 5. If You wish to purchase the part or equipment that is identified in the Parts Quote, You may contact JPL using the information in the Parts Quote to arrange for a purchase. Any sale of the part or equipment will be subject to separate written terms of sale between You and JPL. JPL makes no guarantee that any information in a Parts Quote will meet Your requirements.
YOU ARE SOLELY RESPONSIBLE FOR DETERMINING WHAT PART OR EQUIPMENT YOU NEED, WHETHER ANY PART OR EQUIPMENT NEEDS TO BE REPLACED OR SERVICED, AND FOR ALL DECISIONS ON WHETHER TO PURCHASE ANY PART OR EQUIPMENT IDENTIFIED IN ANY PARTS QUOTE.YOU BEAR ALL RISKS AND COSTS OF ANY KIND ARISING FROM OR RELATING TO YOUR USE (OR NON-USE) OF ANY SUCH PART OR EQUIPMENT IN THE OPERATION, MAINTENANCE, OR REPAIR OF ANY AIRCRAFT.
User acknowledges that it may be provided with and have access to confidential, proprietary and trade secret information belonging to JPL (“Confidential Information”).Confidential Information includes, without limitation, each Parts Quote. User agrees that it will use JPL’s Confidential Information only for User’s internal business purposes, and that it will hold JPL’s Confidential Information in strict confidence and not disclose it to any third party except as approved in writing by JPL. User will protect JPL’s Confidential Information disclosed hereunder in the same manner that User protects its own confidential materials of a similar nature, but in no case will it employ less than reasonable precautions. User acknowledges that breach of this Section 5 will cause irreparable damage and that money damages would not be a sufficient remedy for any such breach, and agrees that JPL will be entitled to injunctive relief to enforce or prevent breach of these Terms without posting bond, as well as such further remedies as may be granted by a court of competent jurisdiction. The foregoing restrictions on disclosure will not apply to information that becomes publicly available through no fault of User. User will not be in violation of this Section 5 with regard to a legally compelled disclosure of Confidential Information, provided that it promptly provides JPL with prior written notice of such compelled disclosure in order to permit JPL to seek confidential treatment of such information or otherwise contest or limit the disclosure thereof.
For purposes of this Section 6 “Intellectual Property” means all trade secrets, patents and patent applications, trademarks (whether registered or unregistered and including any goodwill acquired in such trademarks), service marks, trade names, copyrights, moral rights, database rights, design rights, rights in know-how, rights in Confidential Information, rights in inventions (whether patentable or not) and all other intellectual property and proprietary rights (whether registered or unregistered, any application for the foregoing, and all rights to enforce the foregoing), and all other equivalent or similar rights which may subsist anywhere in the world. User agrees that JPL retains and owns all right, title, and interest in all Intellectual Property rights in and to the Site, the Parts Quote, and any other Confidential Information, and all enhancements or improvements to, or derivative works of the foregoing, and nothing in these Terms transfers or conveys to User any ownership interest in or to any such Intellectual Property.The Site and all methodologies used by JPL to provide the Parts Quote are proprietary to JPL or its licensors, and User shall not reverse engineer or attempt to replicate the Site or any Parts Quote.
If You create an account on the Site, You may send electronic communications to JPL and receive electronic communications from JPL related to normal business operations, such as inquiring into the availability of an aircraft mechanical part. You may not opt out of receiving certain communications that are necessary for JPL to provide requested services via the Site; however, You may opt out of receiving other types of communications from JPL at any time by following the instructions provided to You.
The information You make available through Your use of the Site is referred to as “User Data.” In connection with any User Data furnished by User or acquired by JPL in the course of Your use of the Site, User agrees that JPL has the right to (i) use such User Data in order to provide services, (ii) to aggregate such User Data with other data in JPL’s possession, and (iii) to use such User Data for JPL’s own business purposes, including for purposes of providing and improving services that JPL offers to users.
You hereby represent, warrant and covenant to JPL that (i) You are the sole and exclusive owner of the User Data or otherwise have the right to provide the User Data to JPL and grant JPL the rights provided herein with respect thereto, (ii) the provision of such User Data does not violate any agreement to which You are bound, and (iii) any User Data You provide to JPL: (a) is not false, inaccurate or misleading; (b) does not contain any malware, viruses, Trojan horses, worms, or other automatic devices that are intended to damage, detrimentally interfere with or intercept any data or information from the Site; and (c) does not infringe or misappropriate any third party’s intellectual property, publicity, privacy, confidentiality or other proprietary rights.
If User provides JPL with any suggested improvements to the services or Site (“Suggestions”), then User also grants JPL a nonexclusive, perpetual, irrevocable, paid up, royalty free, worldwide, transferable license, with right to sublicense, to make, have made, sell, offer for sale, use, import, reproduce, distribute, display, perform, and make derivative works of the Suggestions, regardless of whether User has designated the Suggestions as confidential.
JPL may make changes to the content of the Site at any time without notice; however, the content of the Site may be out of date and JPL makes no commitment to update the Site. JPL has the right (but not the obligation) to delete, modify, revise or supplement the Site, the content of the Site, or these Terms at any time for any reason without notice to anyone. It is Your responsibility to visit this page from time to time to review the then-current Terms.Your continued use of the Site (including any software or content), including after logging in with Your Log-in Credentials (if applicable), constitutes Your consent to, and agreement to be bound by, any changes to the Site, content, and software or the Terms.
Without limiting any other rights to suspend or terminate Your access, JPL reserves the right to terminate Your Log-in Credentials at any time for any reason. If You fail to comply with these Terms, then in addition to terminating Your Log-in Credentials, JPL reserves the right to bring any and all claims against You in law and/or in equity that may be available. Notwithstanding the termination of Your Log-in Credentials, the provisions of Sections 5, 6, 10, 11, 12, and 16-28 shall survive and continue to be binding on You.
JPL will use reasonable efforts to include up-to-date and accurate information on this Site, but makes no representations, warranties, or assurances as to the accuracy, currency, or completeness of the information provided. JPL shall not be liable for any damages or injury resulting from Your access to, or inability to access, this Site, or from Your reliance on any information provided at this Site. THE DATA PROVIDED AT THIS SITE IS PROVIDED ‘AS IS’ WITHOUT ANY WARRANTIES OF ANY KIND, AND JPL EXPRESSLY DISCLAIMS ALL EXPRESS OR IMPLIED WARRANTIES INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OF INTELLECTUAL PROPERTY. JPL DOES NOT WARRANT THE ACCURACY, ADEQUACY OR COMPLETENESS OF THE DATA AT THIS SITE AND EXPRESSLY DISCLAIMS LIABILITY FOR ERRORS AND OMISSIONS THEREIN. WITHOUT LIMITING THE FOREGOING, YOU EXPRESSLY AGREE AND ACKNOWLEDGE THAT ANY INFORMATION REGARDING PARTS RELIABILITY OR REPLACEMENT TIMING IS PROVIDED AS A GENERAL ESTIMATE FOR INFORMATIONAL PURPOSES ONLY BASED ON AGGREGATED INFORMATION PROVIDED TO JPL AND IS NOT A SUBSTITUTE FOR PROPER MAINTENANCE, INSPECTION, OR REFERENCE TO MANUFACTURER AND/OR REGULATORY REQUIREMENTS RELATING TO THE SERVICE OR REPLACEMENT OF PARTS OR EQUIPMENT.YOU ARE SOLELY RESPONSIBLE FOR CONSULTING ALL APPLICABLE MANUFACTURER DOCUMENTATION AND REGULATIONS IN MAKING SERVICE, REPLACEMENT, AND REPAIR DECISIONS.
YOUR USE OF THIS SITE IS AT YOUR OWN RISK, AND IT IS YOUR RESPONSIBILITY TO TAKE PRECAUTIONS TO ENSURE THAT THE PAGES AND OTHER MATERIALS ARE FREE FROM VIRUSES, WORMS, TROJAN HORSES, TIME BOMBS OR OTHER ITEMS OF A DESTRUCTIVE NATURE. THERE IS NO GUARANTEE THAT THIS SITE WILL BE AVAILABLE ON A CONSISTENT OR ONGOING BASIS, AND THE PROVISIONS OF THIS SITE MAY BE SUBJECT TO PERIODS OF INTERRUPTION OR POOR PERFORMANCE AND MAY BE TERMINATED AT ANY TIME.
UNDER NO CIRCUMSTANCES SHALL JPL, ITS SUPPLIERS, BUSINESS PARTNERS, LICENSORS OR OTHER THIRD PARTIES MENTIONED AT THIS SITE BE LIABLE FOR ANY DAMAGES OR INJURY WHATSOEVER, INCLUDING DIRECT, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES, ARISING OUT OF THE USE, INABILITY TO USE, THE RESULTS OF USE OF THIS SITE, OR RELIANCE ON INFORMATION AT THIS SITE, ANY WEBSITES LINKED TO THIS SITE OR THE MATERIALS OR INFORMATION CONTAINED AT ANY OR ALL SUCH WEBSITES, WHETHER BASED ON WARRANTY, CONTRACT, TORT OR ANY OTHER LEGAL THEORY AND WHETHER OR NOT JPL IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR INJURY.
JPL SHALL NOT BE LIABLE UNDER ANY CIRCUMSTANCES FOR ANY DAMAGES DUE TO MISTAKES, OMISSIONS, COMPUTER VIRUS, INTERRUPTIONS, DELETION OF FILES, ERRORS, DEFECTS, DELAYS IN OPERATION OR TRANSMISSIONS, OR FAILURE OF PERFORMANCE AND, IF YOUR USE OF THE SITE RESULTS IN THE NEED FOR SERVICING, REPAIR OR CORRECTION OF EQUIPMENT OR DATA, YOU ASSUME ALL COSTS THEREOF. JPL SPECIFICALLY DISCLAIMS ANY AND ALL LIABILITY FOR INJURY AND/OR DAMAGES OF ANY KIND WHICH RESULT FROM AN INDIVIDUAL USING ANY DATA ON THIS SITE.
You shall defend, indemnify and hold harmless JPL and its affiliates, and their respective officers, directors, employees, agents, successors and assigns (each an “Indemnified Party”), from and against any and all actual or pending claims, losses, damages, costs, fines, expenses or other liabilities, including reasonable attorneys’ fees and expenses, including those incurred in any dispute between the parties in any enforcement of this provision (collectively, “Losses”) arising out of any third-party claim relating to or based upon: (a) actual or alleged injury or illness to any person (including death) or damage to property to the extent caused in whole or in part by You; (b) infringement, misappropriation or other violation of any third party’s intellectual property or proprietary rights, rights to privacy or rights to publicity arising from or relating to User Data or any use of the Site (including any software or content) under Your Log-in Credentials other than as expressly permitted by these Terms; (c) non-fulfillment or breach by You of any agreement or obligation under these Terms; (d) the inaccuracy or breach of any representation, warranty or covenant made by You in these Terms; or (e) Your violation of law or willful misconduct. The Indemnified Party shall have the right to participate in the defense of any Losses and to employ counsel, at its own expense, separate from the counsel employed by You. The Indemnified Party will reasonably cooperate (at Your expense) in the defense and shall have the right to approve any proposed settlement or compromise. Notwithstanding anything herein to the contrary, You shall not consent to, and no Indemnified Party shall be required to approve, any settlement, compromise or judgment that (x) You do not fully pay for, (y) provides for injunctive or other non-monetary relief affecting any other Indemnified Party or includes any statement or implication of any wrongful or improper act or omission by any Indemnified Party, and (z) does not include an unconditional release from all liability of each Indemnified Party with respect to such Losses by each third party that has claimed, or has a right to make a claim for, or with respect to any Losses.
This Agreement, together with any specific additional agreements, constitutes the entire agreement between You and JPL relating to Your use of, and access to, the Site and supersedes any prior or contemporaneous agreements or representations. This Agreement may not be amended except as set forth herein. For avoidance of doubt, notwithstanding this Section 18, this Agreement does not modify, revise, or amend the terms of any other agreements You may have with JPL. Subject to Section 14, no changes may be made to these Terms unless approved in a writing signed by JPL.
These Terms shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.These Terms may not be assigned by User without the prior written consent of JPL. Any attempt to assign these Terms other than in accordance with this Section 19 will be null and void.
JPL shall not be liable for any failure or delay in the performance or fulfillment of any of its duties or obligations hereunder, directly or indirectly resulting from any cause or circumstance beyond its control, including acts of nature, applicable laws,regulations, orders or restrictions, war, war-like conditions, hostilities, terrorism or civil insurrection, mobilization, blockade, embargo or other transportation delay, detention, revolution, riot, looting, strike, lockout or other labor dispute, shortage of labor, inability to secure materials, parts, supplies or services at reasonable prices or because of shortages thereof, epidemic, fire or flood, or delays in access to information.
These Terms shall be governed by, and construed in accordance with, the laws of the State of Illinois, without regard to its conflicts of laws principles.
EACH OF THE PARTIES HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY AGREES THAT ANY ACTIONS OR PROCEEDINGS ARISING DIRECTLY OR INDIRECTLY IN CONNECTION WITH, OUT OF, RELATED TO OR FROM ANY REQUEST OR THESE TERMS SHALL BE LITIGATED EXCLUSIVELY IN FEDERAL OR STATE COURTS HAVING SITUS WITHIN THE UNITED STATES OF AMERICA, STATE OF ILLINOIS, COUNTY OF COOK.EACH OF THE PARTIES HEREBY IRREVOCABLY CONSENTS AND SUBMITS TO THE EXCLUSIVE JURISDICTION AND VENUE OF ANY STATE OR FEDERAL COURT LOCATED WITHIN SUCH COUNTY. EACH OF THE PARTIES HEREBY WAIVES ANY RIGHT EITHER OF THEM MAY HAVE TO TRANSFER OR CHANGE THE VENUE OF ANY LITIGATION BROUGHT AGAINST IT OR BROUGHT BY IT IN ACCORDANCE WITH THIS SECTION. EACH OF THE PARTIES ACKNOWLEDGES AND AGREES THAT IT HAS RECEIVED FULL AND SUFFICIENT CONSIDERATION FOR THIS PROVISION AND THAT THIS PROVISION IS A MATERIAL INDUCEMENT FOR SUCH PARTY ENTERING INTO A REQUEST AND THESE TERMS.
Except as provided in Section 17, the rights and obligations contained in these Terms are provided for the exclusive benefit of the parties hereto and shall not benefit, and do not benefit, any third parties.
Neither party may issue any press release regarding services, the Site, these Terms or any Parts Quote without the other party’s prior written consent.
Whenever possible, each provision of these Terms shall be interpreted in such a manner as to be valid under applicable law.However, notwithstanding anything contained in these Terms to the contrary, if any provision of these Terms shall be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remaining provisions of these Terms.
The titles of the sections and subsections have been inserted as a matter of convenience and reference only, and shall not control or affect the meaning, interpretation or construction of these Terms. In the event an ambiguity or question of intent or interpretation arises, these Terms shall be construed as if drafted jointly by the parties and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provisions of these Terms. These Terms are written in the English language. Any translation is for reference only and shall not be deemed binding on the parties.
Notices that JPL sends electronically will be deemed received upon dispatch. Any other notice or other communication to be given hereunder shall be in writing and shall be deemed to have been duly given on the date of delivery, provided delivery is actually tendered at the appropriate address, addressed to the person to receive such notice, (a) in person, (b) by courier service, or (c) three days after deposit in first class certified mail, postage prepaid, return receipt requested, all addressed to the address as may have been designated by a party from time to time.