This is a legal agreement between you (the “JETOS user”) and Avian Jets, LLC (the “company”). By clicking on the “I accept” button at the end of this agreement, or by using JETOS at anytime you agree that you have read, understand and agree to be bound by the Terms and Conditions of this agreement.
This JETOS user Agreement (this “Agreement”) contains the complete terms and conditions that apply to users of the JETOS Platform and all of the connected products provided by Avian Jets LLC. Becoming a user allows you to establish links between your web site, applications, and the JetOS.aero websites, apps, or any other platform (JETOS), subject to the terms and conditions of this Agreement. As used in this Agreement, “we,” “us,” and “our” will mean Avian Jets LLC, and “you,” “your,” and “yours” will mean the JETOS user.
If you become a JETOS user, you will be allowed to establish links from your websites, apps, or other platforms to the JETOS platform, pursuant to the terms of this JETOS User Agreement. To become a user of the JETOS Platform and become a user of JETOS or any other Avian Jets Product, you must read and accept the terms of this JETOS User Agreement. If you accept the terms of this JETOS User Agreement, you will be required to fill out the JETOS Application and submit it to Avian Jets for approval. We, in our sole discretion, will determine whether your site, business model, safety record, customer satisfaction, and financial standing or credit rating would be suitable to join the JETOS platform based on your application. Not all applicants will become JETOS users and not all Programs will be approved. Avian Jets, in its sole discretion, may deny any application for any reason, including applications for websites, apps or other platforms that contain content that could be classified as defamatory, harassing, harmful, obscene, racially objectionable, or unlawful. We will notify you of our acceptance or rejection. We maintain the right, at any time during your time as a JETOS user, to re-evaluate your business or individual standing and any products or programs used by you provide a connection to JETOS or Avian Jets, in our sole discretion, reject any business or individual for any reason.
If, after initial approval of your application, you begin using JETOS or any of Avian Jets’ products, you will submit such website, apps, or Platform to us for approval and shall not begin using such websites apps, or platforms to send us bookings, or transactions until such time as we notify you of our acceptance thereof.
You are not eligible to become a JETOS user if you are an employee of or contractor to an Avian Jets Competitor (each, an “Ineligible Party”). An Avian Jets Competitor means an Online Charter Company that is primarily engaged in the sale, marketing, or distribution of products or services related to the private aviation industry, specifically including companies whose primary business is supplying or aggregating travel, charter bookings and technology services similar to that of Avian Jets.
If you are an Ineligible party, or are not sure whether you are or are not an Ineligible Party, you must contact us before attempting to accept the terms of this Agreement. If you are an Ineligible Party and you accept the terms of this Agreement, you agree that (i) this Agreement shall immediately terminate and (ii) you will keep confidential any Confidential Information, as defined below), which you have gained access to during your participation as a JETOS user and part (ii) of this section shall survive termination.
Upon acceptance as a JETOS user, you will have access to the JetOS.aero website and any JETOS products available online or for download. You must contact us to be able to download, receive code, or links to JETOS and graphics that we have made available for you to use in your web site, pursuant to the following Guidelines: a) You may use the links, code and graphics provided by Avian Jets only to link to or search the JETOS Platform, PROVIDED THAT you do not use the code links or graphics provided by Avian Jets in connection with any feature in your web site or in your Programs which is devoted to a comparison of the Flight information or costs offered by JetOS or fares offered by any of JETOS then existing online booking or trading competitors, including, without limitation, the Avian Jets Competitors, b)The code or other forms of technology we will make available to you provides special link formats for linking to the JETOS platform (“Links”). For commission fees to be properly tracked, recorded and earned, you must ensure that each of the links between your websites, apps or any of your other platforms and JETOS are Links provided to you by Avian Jets. We will not be liable to you for any lost commissions resulting from your failure to use appropriate Links. You also agree that those graphic images that you display pertaining to the JETOS platform, for use as a link or otherwise, will only be graphic images that we provide to you. If we update those graphics, you shall immediately replace our old graphics with the new ones.
We have the right, in our reasonable discretion, to monitor your site and Programs to ensure that your links to the JETOS platform are appropriate. If we decide, in our sole discretion, that your links to the JETOS platform are not appropriate, then we may either notify you of any changes that we feel should be made, or we may terminate this Agreement upon notice to you. If we notify you of changes we desire you to make to your site or Programs and such changes are not made immediately, then we may terminate this Agreement upon notice to you. You agree that upon our termination of this Agreement you will immediately remove all links to the JETOS platform from your web site, apps, or other programs.
You expressly agree to abide by all of the terms and conditions of use related to JETOS or other products created by Avian Jets.
The JETOS platform and all of Avian Jets’ products are updated frequently, and therefore, to maintain the consistency and accuracy between the JETOS platform and our other products provided by Avian Jets, you agree to update the content on your websites, apps and any other platforms on a regular basis. All such maintenance and updating of your site apps and other platforms shall be at your sole cost and responsibility, unless you are using apps, websites, or other platforms built entirely by Avian Jets. We may monitor your site, apps and other programs as we feel necessary to make sure that your site, apps and other programs are up-to-date and to notify you of any updates to your site and/or platforms that we feel should be made. If we notify you of changes we desire you to make to your websites, apps and/or other platforms and such changes are not made immediately, then we may terminate this Agreement upon notice to you.
You agree that you will not copy, and that your site will not resemble distinctive or particular elements of our site, apps, or other programs. This includes, but is not limited to: graphics, design, organisation, presentation, layout, user interface, navigation, trade dress, colours and stylistic convention or code. You agree that the total appearance and impression substantially formed by the combination, coordination and interaction of such distinctive and particular elements, and any derivative of these shall not create the impression that your site is our site, app, other platform or a part of our site or any of Avian Jets’ products or platforms. You will not frame any page in the AvianJets.com, JetOS.aero, or any associated app or product from within your site, apps, or other platforms.
As a condition to your acceptance and participation as a user of JETOS, you shall not undertake or engage in the following practices, and any violation of this section shall be deemed a material breach of this Agreement:
(a) Use or otherwise incorporate the words “JETOS”, “Avian Jets” or variations or misspellings in the domain name(s) of your Site(s);
(b) Modify or alter the JETOS or Avian Jets site in any way;
(c) Make any representations, either express or implied, or create an appearance that a visitor to your Site is visiting the JETOS or Avian Jets sites and apps; e.g., “framing” the JETOS and Avian Jets sites
(d) Use “JETOS”, “Avian Jets” or “JetOS.aero” and “AvianJets.com” as any part of your domain name, or portion thereof, unless expressly and explicitly authorised in writing by Avian Jets,
(e) Purchase or bid for placement of “JetOS.aero”, “AvianJets.com” or any variation or misspelling thereof, or the name of any Avian Jets-affiliated brand, within any third party search engine or portal, including but not limited to AOL.com, Yahoo!.com, MSN.com, Google.com, netscape.com, excite.com, bing.com, ask.com, lycos.com, metacrawler.com and altavista.com,
(f) During the term of or after the expiration or termination of this Agreement, use any mark, name or domain name of any type which is confusingly similar to “JETOS”, “Avian Jets” or other “JETOS” and “Avian Jets” trademarks.Further, if Avian Jets becomes aware of any violation of section (a) or (f) above, you agree to immediately transfer such domain to Avian Jets. Affiliate keyword bidding on our trademark or any variation or misspelling thereof is prohibited.
In addition, you shall (1) add the keyword terms found in Exhibit A to your NEGATIVE BROAD MATCH and NEGATIVE EXACT MATCH lists for every search engine used, including Google, Yahoo, Microsoft AdCenter, Ask and any other applicable search engines (2) not bid on or purchase as a search engine keyword any of Avian Jets’ owned trademarks, any derivation or misspelling of Avian Jets’ owned trademarks, or any terms containing Avian Jets’ owned trademarks, or (3) not use any “spyware” or any other service that misdirects users from JETOS.aero, or AvianJets.com. Users found in violation of this section will be subject to termination. Users shall be immediately terminated if it is determined by Avian Jets that such user is bidding on competitor trademarks and redirecting that traffic to the JETOS or Avian Jets websites, app, or other of our platforms.
You must adhere to federal CAN-SPAM laws and any applicable state laws in regard to distributing emails, including all applicable privacy and data protection laws and regulations. You will not send any email to an address on its opt-out list or any address contained on a list provided by Avian Jets to user. All emails sent will include a valid opt-out mechanism and a physical address. Do Not Divert JETOS or Avian Jets visitors. You agree that you will not employ any technology, including, but not limited to, pop-ups, pop-unders and pop-overs, to serve messages to customers on any JETOS or Avian Jets product, platform or on branded pages on a third-party website, designed to divert shoppers away from JETOS or Avian Jets websites, app or other platforms. Additionally, you will not employ any technology that forcefully redirects a customer away from the JETOS or Avian Jets websites, apps, other platforms or a JETOS or Avian Jets-branded page on a party website, app or other platform. You agree not to use Spyware in any of your marketing activities, Avian Jets considers Spyware to be a threat to consumer privacy. “Spyware” refers to marketing software programs that collect information about a consumer’s Internet activities and share that information with a third party, often without the users consent or knowledge. Spyware may gather personally identifiable information, such as e-mail addresses and credit card information, and may even alter personal computer settings.
Any executable application that delivers advertising content or that is bundled with applications that deliver advertising content (“Adware”) must be submitted to Avian Jets for review and testing prior to applying to use the JETOS platform. For clarity, Adware includes, but is not limited to, toolbars, browser extensions, and cashback/coupon reminders. You must receive written approval from Avian Jets prior to using any Adware, which approval may be revoked at any time by Avian Jets in its sole discretion. Users offering Avian Jets approved Adware to consumers must consistently adhere to the following conditions:
Obtain affirmative consent from the consumer to download an Adware program onto the consumer’s computer. Offering companies must provide a clear and prominent explanation that the program will deliver advertisements once it is installed, as well as any other information important for consumers to know;
Obtain affirmative consent from the consumer for You to set a cookie;
Provide consumers with an easy-to-find, easy-to-understand, and easy-to-use means to un-install the Adware application at any time they choose;
Conspicuously identify the creator/source of the Adware application in all download offers and resulting marketing communications, including pop-ups;
Inform Avian Jets of any material changes that are made to the Adware prior to launching the new version so that Avian Jets can review and approve the new version
Avian Jets reserves the right to periodically review all Adware used by You for compliance with this provision. Any instance of non-compliance with this provision can result in your immediate termination from the JETOS platform, in which case all commissions, regardless of origin, will be immediately reversed.
You must obtain Avian Jets’ prior written consent to create, publish, distribute or use any written, electronically transmitted or other form of publicity that makes reference to JETOS or Avian Jets. If you fail to obtain our consent, we may pursue any action against you to which we are entitled, including but not limited to immediately terminating this Agreement.
Upon acceptance as a JETOS user, you will be given a password so that you may enter our secure websites, app and other platforms publisher, from within JETOS you will be able to receive your sales statistics, reports, and other information, as well as the graphics, links and code that enable you to create links from your own built website, apps or platforms to ours. Your commission will be based on rates and sales made when creating a partnership with another JETOS user. Users can access these reports from within JETOS. You agree that such reports will be the final, determinative measurement of the Bookings, Reservations, and Enrolments for which commissions will be calculated.
You agree that we have the right to monitor your websites, apps and any other platforms at any time and from time to time to determine if you are following the terms and conditions of this Agreement. If you are not following the terms and conditions of this Agreement, we may, in our sole discretion (i) require you to modify your website, apps and/or any other Platforms to comply with this Agreement or (ii) terminate this Agreement.
During the term of this Agreement, Avian Jets grants to you a non-exclusive, non- transferable, terminable, worldwide right and license to (i) access our JETOS platform through code, links or other methods, subject to the terms of this Agreement and (ii) use our logo, trade names and trademarks (“Avian Jets Marks”) provided to you by Avian Jets solely in connection with your display of such links. You will immediately remove the Avian Jets Marks from your web sites, apps and any other platforms upon termination of this Agreement. During the term of this Agreement, you grant to Avian Jets a non-exclusive, non-transferable, worldwide right and license to use your logos, trade names, and trademarks (“your Marks”) on the JETOS and Avian Jets websites, apps, or other platforms in a listing of users; provided that we shall not be required to include your Marks in any such listing. We will remove your Marks from such listing upon termination of this Agreement. All Avian Jets Marks or other words or symbols identifying Avian Jets and its services are and will remain the exclusive property of Avian Jets. You will not create, register, purchase, or obtain, (or attempt to do any of the foregoing) directly or indirectly, any trademark, service mark, trade name, company name, internet domain name, search engine listing, directory listing, metatag, name that redirects traffic to your site, or other proprietary or commercial right that is identical or confusingly similar (including variations and misspellings) to the Avian Jets Marks (“Similar Marks”). You acknowledge that any such action would be made with the intent to confuse consumers as to the source, location, and sponsorship of the JETOS and Avian Jets’ services, and will constitute infringement of the Avian Jets Marks. If you breach this section, we will have the right to immediately terminate your participation as a JETOS user and pursue all other remedies available against you under contract and law.
We may modify the terms and conditions of this Agreement, at any time in our sole discretion. You will be notified by email or posting of a change notice on the JETOS User Terms and Conditions within the JETOS platform. Modifications may include, but are not limited to, changes in the scope of commission fees, tracking methodology, cookie length, payment procedures and the JETOS user rules.
If any modification is unacceptable to you, you may terminate this agreement as your sole recourse. if you continue to participate as a JETOS user following posting of a change notice or new agreement on the Avian Jets or JETOS website, your will be deemed to have accepted such modifications.
This Agreement will begin on the date we notify you of our acceptance of your JETOS user application, sites, app and any other Platforms.
Either party may terminate this Agreement at any time, with or without cause, by notifying the other party in writing by mail or email.
If this Agreement terminates because you have violated the terms of this Agreement, you will not be eligible to receive any payments, including any payments earned prior to termination. Upon termination for any reason, you shall immediately remove any Links from your websites, apps and any other programs and all licenses granted hereunder shall terminate.
Avian Jets owns all intellectual property rights (including, without limitation, all copyrights, patents, trademarks and trade secrets) in connection with and in all versions of any other JETOS and Avian Jets websites, apps and other platforms.
You agree that customers who book from your website, app or other platform or enter or become a user of the JETOS platform (“Users”) will be considered customers of Avian Jets, and Avian Jets will own all information generated by such Users. You agree that all JETOS and Avian Jets rules, policies and operating procedures (including but not limited to policies relating to User personal identification information, customer orders, customer service and booking fulfilment) will apply to such Users. Avian Jets reserves the right to change such rules, policies and operating procedures at any time.
You are eligible to earn commissions on sales made within the JETOS platform depending on the rate determined when creating partnerships with other users.
The JETOS Platform will track bookings from your website, apps, or other platforms; only bookings that are made using JETOS, or any connected website, apps, other platforms will be paid. Avian Jets will not pay commissions for bookings involving fraudulent or other unauthorised activity or transactions from any website, apps or any other platform that were not specifically approved by Avian Jets and has the right to deny payment if it discovers such activity. Commissions for bookings shall be calculated exclusive of any taxes and fees, promotional codes or loyalty adjustments, or any other form of discounts. You shall not be entitled to payments in the event that: (i) a booking is offset, canceled, refunded, rebated, reduced or there is a similar deduction or allowance made to the booking or Merchant has not received payment in full from a customer (credit card authorisation is pending, denied, disputed or otherwise); (ii) a customer cannot be tracked through JETOS or Avian Jets, an error or omission exists due to underlying data or to any intentional or inadvertent deletion or disablement by you of any code, technology, the Link or otherwise which connects to the JETOS platform, or the customer does not complete the transaction via the Links, code or other means made available to you by Avian Jets which connects to the JETOS platform; or (iii) any payment to you is returned as undeliverable. In the event that Avian Jets has submitted to you any payment to which you are not entitled, you agree to provide a full and prompt refund to Avian Jets.
Each payment submitted to you hereunder shall be based upon transactions and booking statements within JETOS setting forth, in reasonable detail, the number of each qualifying booking, if any, completed during the prior month. If you dispute the content of any report provided hereunder, you shall notify Avian Jets, in writing, within five (5) days following the end of such disputed month after which time such report, and any payment related thereto, shall be deemed final and correct and uncontestable. Any dispute between Avian Jets and you regarding such report shall be investigated and resolved by and between Avian Jets and you.
From time to time, Avian Jets shall make available to you, at Avian Jet’ sole discretion, a unique promotion code or coupon to be offered exclusively to your members (the “Offer”). The Offer will come with offer-specific terms and conditions (the “Offer Terms and Conditions”). You represent and warrant that you will provide the Offer Terms and Conditions within one click of the Offer. At any time upon notice to you, Avian Jets may, in its sole discretion, (i) change the Offer, including replace the unique promotional code or coupon, (ii) establish a cap on the number of times a unique promotional code or coupon may be used, and (iii) change the Offer Terms and Conditions. Avian Jets shall pay you only on the final amount of a booking, after all Offers and other discounts have been applied and reserves the right to adjust commissions payable to you on any bookings with an associated promotion code or coupon. Further, Avian Jets reserves the right to withhold all commission amounts for bookings tied to promotion codes or coupons that have not been approved for distribution via JETOS users, including but not limited to promotion codes that use “AVIAN” or “JETOS” as part of its identifier Avian Jets shall own all rights, title and interest to the Offer and Offer Terms and Conditions. You shall not edit, change or alter the Offer or Offer Terms and Conditions in any manner without Avian Jets’ prior written approval. The licenses and restrictions to the Avian Jets Marks in this Agreement shall apply to the Offer and the Offer Terms and Conditions, provided that such license to the Offer and the Offer Terms and Conditions shall terminate upon termination of the Offer.
Except with the consent of the other party, each party agrees that all information concerning the other party, including, without limitation, the terms of this Agreement, business and financial information, customer and vendor lists, and pricing and sales information, will remain confidential and will not be utilised, directly or indirectly, by such party for any purpose except and to the extent (a) necessary to complete obligations under this Agreement or (b) that any such information is known or available to the public through a source or sources other than such party or any affiliate of such party.
We make no express or implied representations or warranties regarding the JETOS or avian jets website, app, any other platform or its performance, availability or functionality. Any implied warranties of merchantability, fitness for a particular purpose, and non-infringement from avian jets are expressly disclaimed and excluded. In addition, we make no representation or warranty that the operation of our website, apps, or any other platform will be uninterrupted or error free, and we will not be liable for the consequences of any interruptions or errors.
You represent and warrant that a) you are not an Ineligible Party b) you are the sole and exclusive owner of your Marks and have the right to grant to Avian Jets the license to use them as described in this Agreement c) your web site and Programs are in compliance with all applicable laws and regulations and do not contain any material that is fraudulent, defamatory or obscene d) you, if you are a company, are duly organised, validly existing and in good standing, and are qualified and/or licensed to do business in all jurisdictions to the extent necessary to carry out your obligations under this Agreement e) your execution, delivery and performance of this Agreement will not violate or constitute a default under any agreement to which you are a party f) you have the legal capacity and power to execute, deliver and perform this Agreement g) this Agreement has been duly and validly executed and delivered by you by either clicking on the “I Accept” button at the end of this Agreement, or by using the JETOS platform and constitutes your legal, valid, and binding obligation, enforceable against you in accordance with its terms h) you have the full right, power, and authority to enter into and be bound by the terms and conditions of this Agreement and to perform your obligations under this Agreement, without the approval or consent of any other party i) you have sufficient right, title, and interest in and to your materials to grant the rights granted to us in this Agreement j) there is no pending, or to the best of your knowledge, threatened claim, action or proceeding against you, or any affiliate of yours, with respect to your execution, delivery or performance of this Agreement, or with respect to the materials you will deliver under this Agreement, and, to the best of your knowledge, there is no basis for any such claim, action or proceeding, and (k) you do not have any past, or existing claims against Avian Jets. These representations and warranties survive termination or expiration of this Agreement.
We will not be liable to you under any circumstances with respect to any subject matter of this agreement under any contract, negligence, tort, strict liability or other legal or equitable theory for any indirect, incidental, consequential, special or exemplary damages (including, without limitation, loss of revenue or goodwill or anticipated profits or lost business), even if we have been advised of the possibility of such damages. Further, notwithstanding anything to the contrary contained in this agreement, in no event will Avian Jets’ cumulative liability to you arising out of or related to this agreement, whether based in contract, negligence, strict liability, tort or other legal or equitable theory, exceed the total commission fees actually paid to you under this agreement.
You agree to indemnify, defend and hold harmless Avian Jets and its employees, representatives, agents and corporate affiliates (each, an “Indemnified Party”), against any and all claims, suits, actions, or other proceedings brought against the Indemnified Party based on or arising from any claim (i) that the use of any material provided by you infringes on any copyright, patent, trademark, trade secret or any other intellectual property or other right of any third party, (ii) resulting from your breach of this Agreement, or (iii) related to your website, app or any other platform, including, without limitation, content therein not attributable to us. You will pay any and all costs, damages, and expenses, including, but not limited to, reasonable attorneys’ fees and costs awarded against or otherwise incurred by the Indemnified Party in connection with or arising from any such claim, suit, action, or proceeding.
a) Each party will at all times be deemed to be an independent contractor with respect to the subject matter of this Agreement, and nothing contained in this Agreement will be deemed or construed in any manner as creating any partnership, joint venture, employment, agency, fiduciary or other similar relationship.
b) You may not assign your rights or obligations under this Agreement to any party.
c) You understand that we may at any time, directly or indirectly, engage in similar arrangements on terms that may differ from those contained in this Agreement, or we may operate websites, apps or other platforms that are similar to or compete with your website, apps or other platforms.
d) You have independently evaluated this Agreement and are not relying on any representation, guarantee, or statement from us or anyone else, other than as expressly set forth in this Agreement.
e) This agreement will be governed by and interpreted in accordance with the laws of the state of new hampshire without regard to the conflicts of laws principles thereof. You consent to the exclusive jurisdiction in the state and/or federal courts located in cheshire county, new hampshire in any dispute involving this agreement.
f) Except as otherwise permitted by this Agreement, no amendment to this Agreement or waiver of any right or obligation created by this Agreement will be effective unless it is in writing and signed by both you and us. Our waiver of any breach or default will not constitute a waiver of any different or subsequent breach or default.
g) This Agreement represents the entire agreement between Avian Jets and you and supersedes all prior agreements and communications we may have had with respect to the subject matter hereof, oral or written.
h) Neither party will be liable for failure to perform or delay in performing any obligation under this Agreement if such failure or delay is due to fire, flood, earthquake, strike, war (declared or undeclared), commercial impracticability, embargo, blockade, legal prohibition, governmental action, riot, insurrection, damage, destruction or any other cause beyond the reasonable control of such party.
i) If any provision of this Agreement is held to be invalid, illegal or unenforceable for any reason, such invalidity, illegality or unenforceability will not affect any other provisions of this Agreement, and this Agreement will be construed as if such invalid, illegal or unenforceable provision had never been contained herein.
j) The headings and titles contained in this Agreement are included for convenience only, and will not limit or otherwise affect the terms of this Agreement.
Company shall (1) add the following lists of keyword terms to their NEGATIVE BROAD MATCH and NEGATIVE EXACT MATCH lists for every search engine used (2) not bid on or purchase as a search engine keyword any of Avian Jets’ trademarks, any derivation or misspelling of Avian Jets’ trademarks, or any terms containing Avian Jets’ trademarks, or (3) not use any “spyware” or any other service that misdirects users from JetOS.aero, AvianJets.com or any other Avian Jets owned website or app, including without limitation the following:
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