Terms Of Service

1.1. Subject to the terms of this Agreement, Advanced Aircrew Academy, LLC (“Advanced Aircrew Academy”) will use commercially reasonable efforts to provide Customer the Services and hereby grants Customer a non-exclusive right to access and use the Service solely for its business purposes as contemplated by the Agreement.
1.2. Advanced Aircrew Academy provides courseware, content development, and regulatory training solutions to support aviation flight operations. Services include access to training materials, updates to regulatory content, and customization as requested by Customer subject to the terms of the Services.
1.3. Subject to the terms hereof, Advanced Aircrew Academy will endeavor to provide Customer with reasonable support services, through electronic mail or another online mechanism, in accordance with Advanced Aircrew Academy’s standard practice.
1.4. Customer will cooperate with Advanced Aircrew Academy in connection with the performance of this Agreement by making available such personnel and information as may be reasonably required, including all information provided by Advanced Aircrew Academy that is required for launch.

2.1. Customer will not, directly or indirectly: duplicate, copy, modify, distribute, reproduce in part or whole, decompile, disassemble or otherwise attempt to discover the source material, underlying structure, ideas, know-how, algorithms, documentation, or data related to the Services; modify, translate, or create derivative works based on the Services (except to the extent expressly permitted by Advanced Aircrew Academy or authorized within the Services).
2.2. Customer represents, covenants, and warrants that Customer will use the Services only in compliance with Advanced Aircrew Academy’s standard published policies then in effect (the “Policy”) and all applicable laws and regulations and that it has all rights necessary to permit Advanced Aircrew Academy to use the Customer Data (as defined below) as contemplated hereunder.  Customer hereby agrees to indemnify and hold harmless Advanced Aircrew Academy against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from Customer’s use of Services.  Although Advanced Aircrew Academy has no obligation to monitor Customer’s use of the Services, Advanced Aircrew Academy may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing.
2.3. Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, server, software, operating system, networking, web servers, long distance and local telephone service (collectively, “Equipment”).  Customer shall also be responsible for maintaining the security of the Equipment, Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Customer account or the Equipment with or without Customer’s knowledge or consent.

3.1. Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical, or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Advanced Aircrew Academy includes non-public information regarding features, functionality, and performance of the Service. Proprietary Information of Customer includes non-public data provided by Customer to Advanced Aircrew Academy to enable the provision of the Services (“Customer Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. Notwithstanding the foregoing, Advanced Aircrew Academy retains the right to resell, distribute, or otherwise commercially use any training content, courseware, or materials it develops, provided that such content does not contain or reference the Customer’s Proprietary Information, including Customer Data, and is anonymized to remove any direct or indirect identification of the Customer. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after three (3) years following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party, or (e) is required to be disclosed by law.
3.2. Each party is responsible for: (i) the security of non-public or personally identifiable information (“Personal Information”) on the systems under its control; and (ii) data security issues arising from its systems or directly resulting from its own third party vendors or subcontractors, if any, in connection with the Services.
3.3. Customer understands and agrees that Advanced Aircrew Academy may use cookies, web beacons and/or other technologies to collect certain personally non-identifiable data in connection with this Agreement, which data may include, among other things, information such as Customer’s or User’s IP address, pages viewed by Customer or a User, date and time and domain type.  Such information, which is collected passively using various technologies, cannot presently be used to specifically identify Customer or any User. Advanced Aircrew Academy may store such information itself or such information may be included in databases owned and maintained by Advanced Aircrew Academy affiliates, agents or service providers. Advanced Aircrew Academy may use such information and pool it with other information to track, for example, the total number of users of the Services, the number of visitors to each area or interactive object within the Services, and the domain names of any visitors’ internet service providers.
3.4. Advanced Aircrew Academy will use commercially reasonable administrative, technical, and physical safeguards to prevent the unauthorized access, use or disclosure of data in violation of any applicable laws. Customer acknowledges, however, that Advanced Aircrew Academy cannot guarantee the security of such information given the nature of the internet.  Customer also acknowledges that by issuing user identifiers and passwords for its authorized end-users, Customer controls, defines and manages access to the data that will be used by Customer and its Users within the Services.  Customer is responsible for (i) compliance with all foreign and domestic privacy laws and regulations that may be applicable to Customer’s use of the Services, (ii) securing all necessary prior consents for the collection, storage, and use of data within the Services, and (iii) creation of, and compliance with, applicable policies regarding access and use by users of any data.
3.5. Advanced Aircrew Academy shall own all right, title and interest in and to (a) the Customer Data (b) the Services, all improvements, enhancements or modifications thereto, (c) any software, applications, inventions or other technology developed in connection with Professional Services or support, and (d) all intellectual property rights related to any of the foregoing.
3.6. Advanced Aircrew Academy shall have the right to anonymize, collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, Customer Data and data derived therefrom), and Advanced Aircrew Academy will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Advanced Aircrew Academy offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business.  No rights or licenses are granted except as expressly set forth herein.
3.7. Advanced Aircrew Academy may host training modules, media, or courseware not authored by Advanced Aircrew Academy, including: (i) content developed by Customer; (ii) content licensed to Customer from a third party under a separate agreement; and (iii) content licensed or sublicensed by Advanced Aircrew Academy from a third party and made available to Customer under this Agreement (collectively, “Hosted Content”). Advanced Aircrew Academy acknowledges that all such Hosted Content remains the exclusive property of Customer or the relevant third-party rights holder. Advanced Aircrew Academy shall not use, sublicense, distribute, modify, or disclose such Hosted Content except to deliver such content to authorized Customer users within their designated LMS environment. Hosted Content will be logically segregated from other Customer accounts and will not be reused, referenced, or repurposed for other clients or purposes. Advanced Aircrew Academy makes no claim of ownership over Hosted Content and disclaims all warranties with respect to third-party content not developed by Advanced Aircrew Academy. Customer represents and warrants that it has all necessary rights and permissions to provide Hosted Content to Advanced Aircrew Academy for the limited purpose of delivery through the LMS.

4.1. Customer will pay Advanced Aircrew Academy the then applicable fees described in the Order Form for the Services and Professional Services in accordance with the terms of the applicable SOW (the “Fees”). Advanced Aircrew Academy reserves the right to change the Fees or applicable charges and to institute new charges upon thirty (30) days prior notice to Customer (which may be sent by email). If Customer believes that Advanced Aircrew Academy has billed Customer incorrectly, Customer must contact Advanced Aircrew Academy no later than 60 days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit. Inquiries should be directed to Advanced Aircrew Academy’s customer support department. Except as otherwise specified in the applicable Order Form or SOW, payment must be made by wire transfer, credit card or automated clearing house (ACH). If payment is made by credit card, Customer agrees to pay any associated processing fees, which will be disclosed in advance. All fees are quoted in U.S. Dollars and do not include applicable taxes, if any. Subscription fees are invoiced annually in advance and are non-refundable.
4.2. Named User means an individual specifically designated to use the Service. Replacement of a Named User during the term constitutes an additional Named User for that period.
4.3. Access to the training platform for enrolled students will not be granted until full payment has been received. Invoices are issued at Advanced Aircrew Academy’s discretion and are payable upon receipt. Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection and may result in immediate termination of Service. Customer shall be responsible for all taxes and payment processing associated with Services as applicable.

5.1. In addition to any other remedies it may have, either party may also terminate this Agreement upon fifteen (15) days’ notice (or without notice in the case of nonpayment), if the other party materially breaches any of the terms or conditions of this Agreement.  Customer will pay in full for the Services up to and including the last day on which the Services are provided. Upon any termination, Advanced Aircrew Academy will make all Customer Data available to Customer for electronic retrieval for a period of thirty (30) days, but thereafter Advanced Aircrew Academy may, but is not obligated to, delete stored Customer Data.  All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.
5.2. Except as otherwise specified in an Order Form or SOW, subscriptions will automatically renew for subsequent twelve (12) month periods (each, a “Renewal Term”), unless either Party gives written notice of non-renewal at least thirty (30) days prior to the end of the then current Term. Upon each Renewal Term, the Fees will be revised to reflect Advanced Aircrew Academy’s then-current pricing or a ten percent (10%) increase over the highest annual Fees charged during the preceding Term or Renewal Term, whichever is lower, unless otherwise stated in the Order Form. Fees for any upcoming Renewal Term shall be set out in an Order Form provided to Customer at least sixty (60) days prior to the commencement of such Renewal Term.

6.1. Advanced Aircrew Academy shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services and shall perform the Professional Services in a professional and workmanlike manner.  Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Advanced Aircrew Academy or by third-party providers, or because of other causes beyond Advanced Aircrew Academy’s reasonable control, but Advanced Aircrew Academy shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption.  However, Advanced Aircrew Academy does not warrant that the Services will be uninterrupted or error free; nor does it make any warranty as to the results that may be obtained from use of the Services.  EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES AND PROFESSIONAL SERVICES ARE PROVIDED “AS IS” AND ADVANCED AIRCREW ACADEMY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT.

7.1. NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR BODILY INJURY OF A PERSON, ADVANCED AIRCREW ACADEMY AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF PROFITS OR BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND ADVANCED AIRCREW ACADEMY’S REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY CUSTOMER TO ADVANCED AIRCREW ACADEMY FOR THE SERVICES UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT ADVANCED AIRCREW ACADEMY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
7.2. Except for claims arising in connection with and to the extent of (a) any breach of section 3 (Confidentiality), (b) section 2.2 (Indemnification) or (c) in connection with contractual payment obligations hereunder, in no event shall either Party’s liability for any damages to the other Party, or to any other person or entity, regardless of the form of action, whether based on contract, tort, negligence, strict liability, products liability or otherwise, exceed an aggregate amount equal to twelve (12) months of fees for Services which were paid or would otherwise be payable to Advanced Aircrew Academy by the Customer during the Term during which arose the events giving rise to such action.

8.1. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.  This Agreement is not assignable, transferable or sublicensable by Customer except with Advanced Aircrew Academy’s prior written consent. Advanced Aircrew Academy may transfer and assign any of its rights and obligations under this Agreement without consent. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein.  No agency, partnership, joint venture, or employment is created as a result of this Agreement and Customer does not have any authority of any kind to bind Advanced Aircrew Academy in any respect whatsoever. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees.  All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by mail or electronic mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested.  This Agreement shall be governed by the laws of the State of Georgia without regard to its conflict of laws provisions.
8.2. Neither Party will be responsible for any delay or failure in performing any of its obligations hereunder due to causes of force majeure, which are the result of circumstances or events which are not reasonably foreseeable and are beyond such Party’s reasonable control, including, without limitation, acts of God, acts of government, flood, fires, earthquakes, civil unrest, acts of terror or war, strikes or other labor problems (excluding those involving a Party’s employees), computer or telecommunications failures or delays involving hardware or software not within a Party’s possession or reasonable control, and network intrusions or denial of service attacks (each a “Force Majeure Event”). The Party affected by a Force Majeure Event will advise the other Party in reasonable detail of the Force Majeure Event as promptly as practicable
8.3. Customer hereby grants to Advanced Aircrew Academy the express right to use Customer’s company logo and/or name in its external marketing material and its website to identify Customer as an Advanced Aircrew Academy customer. Reciprocally, Advanced Aircrew Academy grants to Customer the express right to use Advanced Aircrew Academy’s approved logo(s), as provided by Advanced Aircrew Academy in writing, on Customer’s marketing materials and other commercially reasonable uses to identify Advanced Aircrew Academy as a service provider. Any other use of Advanced Aircrew Academy’s logo(s) and/or name shall require Advanced Aircrew Academy’s prior written consent. Other than as expressly stated herein, neither Party shall use the other Party’s name and/or logos without the prior written permission of the other Party.