Effective Date: September 1, 2021
Welcome to Altaport, the online heliport reservation platform!
Please carefully read through this Platform License and Terms of Service ("Agreement"), since they are a binding agreement between you and Altaport, Inc. ("Altaport", "Company", "we", "us", "our"). The Agreement is effective when you sign up or otherwise use any of the Services or access any content or material that is made available by Altaport through the Services (the "Content").
This Agreement incorporates our Privacy Policy. You acknowledge that you have read and understood the Agreement and agree to be bound by it. If you don't agree with (or cannot comply with) the Agreement (including the Privacy Policy), then you may not use the Service or consume any Content.
The term "Services" includes all the software, applications, widgets, tools, and functionality made available through the Services, including our platform, the help desk system, connectivity API's, and related support services. Any new features which augment or enhance the current Services, including the release of new features or products, including those that require additional fees, are also included in the term "Services." However, the term "Services" does not include Professional Services."Professional Services" means any work we do at your request to develop features, modifications, or customizations for your specific use, as well as any other work we do for you that are not included in our standard Services. If you ever require Professional Services, we (or an associated partner) will enter into a separate written agreement with you outlining the Professional Services and the terms under which they will be provided.
You may sign up for the Services using an online form, online page, or other written or electronic means acceptable to and accepted by Altaport ("Order Form"). Any properly-executed Order Form is incorporated into this Agreement, and you agree to its provisions as if it were fully set forth herein. To the extent any provision of a duly executed Order Form accepted by Altaport conflicts with the provisions of this Agreement, the provisions of the Order Form will prevail.
As part of the Services, we provide you access to certain third-party data that may originate with third parties and other users, including helipad owners and operators ("Third-Party Data"). All the information we provide to you through the Services that we obtain from third parties and other users is included in the term "Third-Party Data." Our license to you includes access to the Third-Party Data, but we do not offer any warranty or representation regarding the Third-Party Data, including its accuracy, timeliness, or completeness. You are solely responsible to ensure that the Third-Party Data you access or use is accurate, timely, and complete.
Your use of the Services may involve the processing of information concerning you or your business activities, including specific information regarding your travel plans, schedule, customers, clients, services, and finances. This specific information ("Your Data") belongs to you. You exclusively own Your Data.
Certain portions of the Services allow you to upload or post ("post") elements of your information to the Service. The information that you post may or may not be intended to be made available to third parties (including, for example, travel plans, client names, payment information, reviews, and organizational roles) ("User Content").
You represent and warrant that, with respect to any User Content you post, (1) you have the right to post such User Content, and (2) such User Content, or its use by Company as contemplated by the Agreement, does not violate the Agreement, applicable law, or the intellectual property (including without limitation copyright), publicity, personality, or other rights of others or imply any affiliation with or endorsement of you or your User Content by Company or any entity or individual without express written consent from such individual or entity.
You grant us a non-exclusive, transferable, assignable, royalty-free, worldwide license to use User Content and Your Data in connection with the Services that we provide to you, as allowed and restricted by the Privacy Policy.
If you send us any comments, materials, or letters including, without limitation, questions, comments, suggestions, criticisms or the like ("Received Materials"), those Received Materials may be deemed by us to be non-confidential and free of any claims of proprietary or personal rights. Company shall have no obligation of any kind with respect to such Received Materials, and Company will be free to reproduce, use, disclose, exhibit, display, transform, edit, abridge, create derivative works from and/or distribute the Received Materials without limitation or restriction. Furthermore, Company is free to use any ideas, concepts, know-how, or techniques contained in any communication you send to Company for any purpose whatsoever, including, but not limited to, developing, manufacturing, and marketing products using such information or ideas, without compensation or any other obligations to anyone, including you.
At certain times, we may in our discretion need to make revisions to this Agreement. If we do, we will notify you by posting notices on the website or by e-mailing you, as appropriate in the circumstances. If you continue using the Services after the effective date of the changes, you will be deemed to have accepted the revisions. If you do not agree to the revisions, you may terminate this Agreement by notifying us via e-mail at support@altaport.com. Any other changes to this Agreement must be in writing signed by both parties.
Collection of landing fees and other charges (“Fees”) may happen via credit card payment via the Services, weekly or monthly invoices, fixed contracted rates paid monthly, or via other payment means specified in the Services. When you pay using a credit card or other similar payment method, you authorize us to make the charges disclosed to you at the time you sign up, including recurring payments, where applicable.
If the Fees are to be paid after the Services are used, you agree to pay any proper invoice within fifteen (15) days after the invoice is issued. Failure to pay will result in a late fee of 5% of the outstanding balance plus interest of the lesser of (1) 1.5% of the outstanding balance per month and (2) the highest amount allowed by law. Company may suspend your use of the Services at any time that your payment obligations are not current.
You acknowledge that Company may have a separate agreement with heliport owners and operators and that the fees to be paid to heliport owners and operators will be strictly between Company and such owners and operators.
From time to time, we or others on our behalf may offer access to beta models of the Services or trials of paid subscriptions for a specified period without payment or at a reduced rate (each, a "Trial"). We reserve the right, in our absolute discretion, to determine your eligibility for a Trial, and, subject to applicable laws, to withdraw or to modify a Trial at any time without prior notice and with no liability, to the greatest extent permitted under the law.
For some Trials, we'll require you to provide your payment details to start the Trial. AT THE END OF SUCH TRIALS, WE MAY AUTOMATICALLY START TO CHARGE YOU THE APPLICABLE FEES ON THE FIRST DAY FOLLOWING THE END OF THE TRIAL, ON A RECURRING MONTHLY BASIS. BY PROVIDING YOUR PAYMENT DETAILS IN CONJUNCTION WITH THE TRIAL, YOU AGREE TO THIS CHARGE USING SUCH PAYMENT DETAILS. IF YOU DO NOT WANT THIS CHARGE, YOU MUST CANCEL THE APPLICABLE PAID SUBSCRIPTION THROUGH YOUR ACCOUNT'S SUBSCRIPTION PAGE OR TERMINATE YOUR ACCOUNT BEFORE THE END OF THE TRIAL. IF YOU DO NOT WANT TO CONTINUE TO BE CHARGED ON A RECURRING MONTHLY BASIS, YOU MUST CANCEL THE APPLICABLE PAID SUBSCRIPTION THROUGH YOUR ACCOUNT'S SUBSCRIPTION PAGE OR TERMINATE YOUR ACCOUNT BEFORE THE END OF THE RECURRING MONTHLY PERIOD. PAID SUBSCRIPTIONS CANNOT BE TERMINATED BEFORE THE END OF THE PERIOD FOR WHICH YOU HAVE ALREADY PAID, AND EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, WE WILL NOT REFUND ANY FEES THAT YOU HAVE ALREADY PAID.
IF THE TRIAL CONSISTS OF ACCESS TO A BETA MODEL, YOU ACKNOWLEDGE THAT THE BETA MODEL HAS NOT BEEN FULLY DEVELOPED AND MAY BE SUBJECT TO DEFECTS THAT WOULD BE UNACCEPTABLE IN A FULLY DEVELOPED VERSION. YOU AGREE THAT THE LICENSE GRANTED UNDER A BETA TRIAL IS WITHOUT WARRANTY OF ANY NATURE, INCLUDING THE IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE AND MERCHANTABILITY, AS WELL AS NON-INFRINGEMENT, AND ANY OTHER WARRANTY. BETA USERS HAVE NO CLAIM WHATSOEVER AGAINST US FOR ANY REASON WHATSOEVER.
Company hereby grants you, subject to this Agreement, a limited non-exclusive, non-sublicensable, non-transferable, license to use the Services for your internal business purposes. You have no rights in the Services other than as expressly provided in this Agreement. You may not download any portion of the website or use of any Services other than for your own personal business use. You may not use any data mining, robots, or similar data gathering tools or otherwise exploit your access to the Services for any commercial purpose. You may not use any of the trademarks, logos, or other proprietary graphics without express written permission, which may be denied in Company's absolute discretion. Company's logos and product and service names are trademarks of Company. All other trademarks appearing on the website or in connection with the Services are trademarks of their respective owners, and our reference to them does not imply or indicate any approval or endorsement by their owners unless such approval or endorsement is expressly made.
In addition to any other things that might constitute a misuse of the Services, you must not, and must not attempt to do the following things:
The Services may be integrated with third-party applications, websites, and services ("Third Party Applications") to make available content, products, and/or services to you. These Third-Party Applications may have their own terms and conditions of use and privacy policies and your use of these Third-Party Applications will be governed by and subject to such terms and conditions and privacy policies. You understand and agree that we do not endorse and are not responsible or liable for the behavior, features, or content of any Third-Party Application or for any transaction you may enter into with the provider of any such Third-Party Applications.
You are responsible for maintaining the confidentiality of any account information, including your login and password, and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your account or password. Company reserves the right to refuse service, terminate accounts, remove or edit content in its sole discretion. You are also solely responsible for the accuracy and currency of the data entered into the Services under your user account. You agree to indemnify and hold Company harmless from and against any claim related to content, accuracy, or currency of the information you provide through the Services.
The Services may provide you with the opportunity to invite employees, engineers, attorneys, and other service providers ("Collaborators") to access Your Data and User Content associated with your account. If this functionality is made available to you and you use this functionality, you shall be solely responsible for the actions of your Collaborators. Company may limit the number of licensees with whom an individual Collaborator may collaborate and may require a Collaborator to obtain a paid license at any time, in Company’s sole and absolute discretion. Collaborators are not third-party beneficiaries of this Agreement and are not entitled to any remedies or rights under this Agreement.
10.1Confidential Information.During the term of this Agreement, and subject to the uses of information described in the Privacy Policy, each party or its employees, consultants, or agents may receive information of the other party and the other party’s plans, methods, systems, software, employees, finances, projections, customers, clients, and/or prospects, and any other information that would be considered by a reasonable person to be proprietary or confidential, whether or not identified as such ("Confidential Information"). Each party agrees to hold the Confidential Information of the other party in confidence and not to disclose such Confidential Information to any third parties except as expressly authorized by this Agreement or to use such Confidential Information for purposes outside the scope of this Agreement. Each party may disclose the Confidential Information of the other party only to its employees, consultants and agents who need to know such Confidential Information for the purposes of this agreement and who are subject to confidentiality obligations at least as protective of the Confidential Information as those set out herein. Each party will advise its employees, consultants and agents of their responsibilities under this Agreement and be responsible for any breach of this section by its employees, consultants or agents. Confidential Information shall not include information that is: (a) part of, or becomes part of, the public domain (other than by disclosure by the receiving party in violation of this Agreement); (b) previously known to the receiving party without an obligation of confidentiality; (c) independently developed by the receiving party outside this Agreement; (d) rightfully obtained by the receiving party from third parties without an obligation of confidentiality; or (e) otherwise addressed in this Agreement.
10.2 Exceptions. Notwithstanding the foregoing, either party may disclose the Confidential Information of the other party to the extent such disclosure is required to comply with applicable law or the valid order or requirement of a governmental or regulatory agency or court of competent jurisdiction, provided that the disclosing party (a) restricts such disclosure to the maximum extent legally permissible; (b) notifies the party to whom the Confidential Information belongs as soon as practicable of any such requirement; and (c) that subject to such disclosure, such disclosed materials shall in all respects remain subject to the restrictions set forth in this Agreement.
10.3 Remedies.The parties acknowledge that their respective Confidential Information is unique and valuable, and that breach by a party of the obligations of this section regarding the other party's Confidential Information could result in irreparable injury to the other party for which monetary damages alone would not be an adequate remedy. Therefore, the parties agree that in the event of a breach or anticipated breach of this section, the affected party shall be entitled to seek injunctive or other equitable relief as a remedy for any such breach or anticipated breach without the necessity of posting a bond. Any such relief shall be in addition to and not in lieu of any appropriate relief in the way of monetary damages.
Company may provide links to other websites or resources. Because we have no control over such sites and resources, you acknowledge and agree that Company is not responsible for the availability or content of such external sites or resources.
The Services and all copyrights, trade secrets and other proprietary rights therein, including any derivative work, are, and will remain the sole property of Company, regardless of the use made by you; and are protected by certain United States and international copyright laws and trademark laws. The Services are licensed, not sold, to you. This Agreement confers no title of ownership in the Services and are not a sale of any rights in the Services, including any intellectual property rights related thereto.
Company warrants that the Services, with the exception of any beta trial, and all elements thereof do not infringe the intellectual property rights of any third party and agree to hold you harmless and indemnify you with respect to any final judgment obtained by a third party based on a claim that the Services infringe on the intellectual property rights of such third party. Notwithstanding the foregoing, Company does not warrant that it owns or has licenses to any heliports or other facilities made available through the Services, and its agreement to indemnify you does not extend to any claim by a third party that the use of any heliport or other facility infringes upon the rights of that third party.
EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SERVICES AND EVERY ELEMENT THEREOF, INCLUDING WITHOUT LIMITATION THIRD-PARTY CONTENT, ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND, ORAL, WRITTEN, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF PERFORMANCE OR MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. COMPANY DOES NOT WARRANT OR GUARANTEE THE AVAILABILITY, CURRENCY, COMPLETENESS, ACCURACY, OR TRUTHFULNESS OF ANY INFORMATION PROVIDED BY OR WITH RESPECT TO THE SERVICES OR THE FITNESS OF ANY HELIPAD OR OTHER FACILITY. WITHOUT LIMITING THE FOREGOING, COMPANY DOES NOT WARRANT THAT ALL ERRORS CAN BE CORRECTED, OR THAT OPERATION OF THE WEBSITE AND/OR DELIVERY OF THE SERVICES SHALL BE UNINTERRUPTED OR ERROR-FREE. Because some jurisdictions may not allow the exclusion of implied warranties, such limitation may not apply in its entirety to Licensee. Any warranties made in this Agreement are for your benefit only. WE ARE NOT IN CONTROL OF ANYTHING THAT OCCURS AT A HELIPAD, AND WE ARE NOT RESPONSIBLE FOR ANYTHING THAT OCCURS AT A HELIPAD.
IN NO EVENT WILL COMPANY, ITS SUPPLIERS, SHAREHOLDERS, OFFICERS, EMPLOYEES OR AGENTS BE LIABLE FOR ANY LOST PROFITS, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING DAMAGES ARISING OUT OF THIS AGREEMENT OR THE USE OF OR RELIANCE UPON THE SERVICES, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. UNDER NO CIRCUMSTANCES WILL COMPANY’S TOTAL LIABILITY OF ANY KIND ARISING OUT OF OR RELATED TO THIS AGREEMENT AND USE OF THE SERVICES (INCLUDING BUT NOT LIMITED TO WARRANTY CLAIMS), REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT, OR OTHERWISE, EXCEED THE AMOUNT PAID BY YOU DURING THE TWO-MONTH PERIOD PRIOR TO SUCH CLAIM ARISING. THE PARTIES AGREE THAT THIS SECTION SHALL SURVIVE AND CONTINUE IN FULL FORCE AND EFFECT DESPITE ANY FAILURE OF CONSIDERATION OR OF AN EXCLUSIVE REMEDY. THE PARTIES ACKNOWLEDGE THAT THE PRICES HAVE BEEN SET AND THE AGREEMENT ENTERED INTO IN RELIANCE UPON THESE LIMITATIONS OF LIABILITY AND THAT ALL SUCH LIMITATIONS FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES. BECAUSE SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OR LIMITATION OF CONSEQUENTIAL OR INCIDENTAL DAMAGES, SUCH LIMITATIONS MAY NOT APPLY.
YOU ACKNOWLEDGE THAT WE HAVE DISCLOSED TO YOU THAT WE ARE NOT A HELIPAD OPERATOR OR A DIRECT AIR CARRIER, AND THAT WE DO NOT OPERATE, MAINTAIN, OWN, OR CHARTER AIRCRAFT, NOR ANY HELIPAD. WE HAVE NOT HELD OURSELVES OUT AS AN AIRLINE, AIR CARRIER, COMMERCIAL OPERATOR, HELIPAD OPERATOR, TRANSPORTATION PROVIDER, OR IN ANY OTHER MANNER OR CAPACITY LIKELY TO CREATE THE FALSE IMPRESSION THAT WE ARE AN AIRLINE, AIR CARRIER, COMMERCIAL OPERATOR, HELIPAD OPERATOR OR TRANSPORTATION PROVIDER.
Company will make reasonable efforts to keep the Services operational. However, certain technical difficulties or maintenance may, from time to time, result in temporary interruptions. To the extent permissible under applicable law, we reserve the right, periodically and at any time, to modify or discontinue, temporarily or permanently, functions and features of the Services, with or without notice, all without liability to you, except where prohibited by law, for any interruption, modification, or discontinuation of the Services or any function or feature thereof. You understand and agree that Company has no obligation to maintain, support, upgrade, or update the Services, or to provide all or any specific content through the Services. Company and/or the owners of any Content may, from time to time, remove any such Content without notice to the extent permitted by applicable law.
You acknowledge that due to circumstances unforeseen by Company, any helipad or other facility listed on the Services may become unavailable or may be unsuitable for your purposes, and you agree that Company shall have no responsibility for such situation.
The term of this Agreement shall be the period during which you are using the Services or accessing the Content. The Agreement may be terminated by either party upon the breach of any material provision of this Agreement that is not cured within seven (7) days after notice of breach. However, in the event of termination for any reason, you acknowledge and agree that the perpetual license granted by you in relation to User Content is irrevocable and will therefore continue after expiry or termination of this Agreement. We may terminate this Agreement or suspend your access to the Services at any time, and with or without notice, in the event of your breach of this Agreement or your actual or suspected unauthorized use of the Services and/or Content. You may terminate this Agreement at any time, but no event shall you receive a refund of Fees, whether paid in arrears or in advance, including in the event of force majeure.
Any provisions of this Agreement that, either explicitly or by their nature, must remain in effect even after termination of the Agreements to give effect to those provisions, shall survive termination.
For a period of thirty (30) days following termination for any reason, Company agrees to provide Your Data to you in a reasonably approved format. If you desire any other assistance to transition to a new provider of similar services, Company may do so in its discretion after receipt of reasonable fees at Company's standard hourly rates for the provision of such transition services.
The Services are operated by Company from its offices in Utah in the United States. The validity, construction, and performance of this Agreement shall be governed by and construed in accordance with the laws of the State of California, without reference to choice of law principles. You expressly agree that exclusive jurisdiction for any claim or dispute with Company, this Agreement, or relating in any way to your use of the Services resides in the federal and state courts located in the State of California, and you do hereby submit to and consent to jurisdiction and venue in the courts of that state. You agree to waive any defense pertaining to jurisdiction and venue. In the event any provision hereof shall be held by a tribunal of competent jurisdiction to be contrary to law, the remaining provisions of this Agreement shall remain in full force and effect.
In case of an action to enforce any rights or conditions of this Agreement, or appeal from said proceeding, it is mutually agreed that the losing party in such suit, action, proceeding or appeal shall pay the prevailing party's reasonable attorney fees and costs incurred.
This Agreement is a binding contract and constitutes the entire agreement and understanding of the parties, whether oral or written, relating to the subject matter hereof; is intended as the parties’ final expression and complete and exclusive statement of the terms hereof, superseding all prior or contemporaneous agreements, representations, communications, and understandings, whether written or oral; and may be amended or modified only by an instrument in writing signed by both parties.
No waiver of any provision of this Agreement shall constitute a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver. Failure to enforce any provision of this Agreement shall not operate as a waiver of such provision or any other provision or of the right to enforce such provision or any other provision.
If any provision of this Agreement shall be invalid or unenforceable in any respect for any reason, the validity and enforceability of any such provision in any other respect and of the remaining provisions of this Agreement shall not be impaired. This Agreement shall be binding on and inure to the benefit of the parties and their heirs, personal representatives, successors, and assigns.
Company will not be liable for or be considered to be in breach of or default under this Agreement on account of, any delay or failure to perform as required by this Agreement as a result of any cause or condition beyond Company's reasonable control.
In addition to the other provisions of this Agreement, you agree to defend Company from any actual or threatened third-party claim arising out of or based upon (1) your and/or your Collaborators' use of the Services, including without limitation any claim based on the inaccuracy, untimeliness, or incompleteness of any Third-Party data, as well as any claim arising out of or related to your access to or use of any Helipad or the use of or access to any Helipad by a Collaborator or any of your agents, customers, or employees, (2) your negligence or intentional misconduct, (3) your failure to comply with any of the provisions of applicable law, and (4) your breach of any of the provisions of this Agreement. In addition, you agree to indemnify, defend, and hold harmless Company from and against: (a) all damages, costs, and attorneys' fees finally awarded against Company in any proceeding under this section; (b) all out-of-pocket costs (including reasonable attorneys' fees) reasonably incurred by Company in connection with the defense of such proceeding (other than when you have accepted defense of such claim); and (c) if any proceeding arising under this section is settled, any amounts to any third party agreed to by you in settlement of any such claims.
When you visit us at altaport.com ("Website") or send e-mails to us, you are communicating with us electronically, and you consent to receive communications from us electronically. We will communicate with you by e-mail or by posting notices on our website. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
The parties to this Agreement are independent contractors, and there is no actual or intended relationship of agency, partnership, joint venture, employment or franchise between the parties. Neither party is an agent of the other party, and neither party has the authority to bind the other party, or to incur any obligation on the other party's behalf.
The whole text of the present Agreement, as well as the documents derived from it have been written in Spanish, Portuguese and English, all versions being deemed authentic, but for legal purposes the text in English is to be given priority of interpretation.