Manual management Platform Order Form
Terms and Conditions
These terms and conditions (“Agreement”) govern the provision of services specified on the Manual Management Platform Order Form (“Services”). This Agreement takes precedence over any supplemental or conflicting terms and conditions of purchaser, to which notice of objection is hereby given.
1. SERVICES TERM; COMMENCEMENT OF SERVICES. The term of this Agreement (“Term”) will be as stated on the Manual Management Platform Order Form (“Order Form”).
2. COMPLIANCE WITH LAWS; RESPONSIBILITY FOR ACCOUNT ACTIVITY. Each party to this Agreement is responsible for complying with all laws and regulations applicable to its use and content. You are responsible for your use of the products and services of Black River Aerospace, LLC (“Provider”) and of any third parties. Without limiting the foregoing, you are responsible for all activities that occur under your account, regardless of whether the activities are undertaken by you or some other third party and, except to the extent caused by Provider’s breach of this Agreement, Provider and its affiliates are not responsible for unauthorized access to your account. You will contact Provider immediately if you believe an unauthorized third party may be using your account or if your account information is lost or stolen. You shall ensure that your use of the Services is not illegal or unlawful. You will be solely responsible for any penalties or liabilities incurred as a result of your noncompliance with the provisions of these terms. You shall not use the Services for unlawful, obscene, offensive or fraudulent content or activity, in any jurisdiction for any user, such as advocating or causing harm, interfering with or violating the integrity or security of a network or system, evading filters, sending unsolicited, abusive or deceptive messages, viruses or harmful code, or violating third party rights. If there is a complaint or notice of violation, use may be suspended until resolved, and terminated if not resolved promptly. You may only have one account.
3. YOUR RESPONSIBILITIES; PROHIBITED USES.
3.1 You are responsible for the selection and accuracy of all content or information that you provide in connection with using the Services. Provider may immediately (and without prior notice) block access to any content (i) that Provider believes violates the law, misappropriates or infringes the intellectual property rights of a third party, or violates the terms and conditions of this Agreement; or (ii) pursuant to the Digital Millennium Copyright Act, a subpoena, or an order issued by a court or government agency.
3.2 You are responsible for obtaining all necessary permissions to use, copy, provide, display, store, transmit or otherwise distribute, and process content in or with the Services, and grant Provider, its affiliates and suppliers, and their respective affiliates, successors, and assigns to do the same. You are responsible for adequate content back-up.
3.3 You must use reasonable security precautions (including, without limitation, keeping your password and other account details secret) in connection with your use of the Services. You are responsible for use of the Services by any person who accesses the Services with your account credentials. NEITHER PROVIDER NOR ANY OF ITS EMPLOYEES, AGENTS, REPRESENTATIVES, SUPPLIERS OR LICENSORS WILL BE LIABLE FOR ANY UNAUTHORIZED ACCESS (E.G., HACKING) INTO PROVIDER’S SERVERS OR SERVICES, OR FOR UNAUTHORIZED ACCESS TO CONTENT OR INFORMATION. Provider will give you notice of any unauthorized third party access to your content of which Provider becomes aware and will use reasonable efforts to remediate identified security vulnerabilities. If content is lost or damaged, Provider will assist you in restoring it to the Services from your last available backup copy in compatible format.
3.4 You represent and warrant to Provider that: (a) you own all right, title, and interest in and to content provided by you or that you are authorized to use such content in accordance with this Agreement; (b) you have all rights in such content necessary to grant the rights contemplated by this Agreement; and (d) the information you provided in connection with your registration for, subscription to, and use of the Services is accurate and complete.
4. PAYMENTS, BILLING DISPUTES, AND TAXES ON SERVICES.
4.1 You agree to pay all applicable charges specified by Provider, any tax, levy, or fee imposed by any authority resulting from your activities under this Agreement, and any late payment fees. All fees for Services will be periodically charged to your credit card or account as specified in your order from, without invoice. The calculation of all fees for Services will be based solely on Provider’s records and data. If for any reason Provider does not receive payment for Services ordered within 72 hours after sending an alert regarding non-payment, which may, without limitation, be sent via email or text message, Provider may terminate this Agreement or the Services upon the expiration of the 72-hour period.
4.2 Upon termination of this Agreement or the Services, Provider may permanently delete data associated with your account.
4.3 Provider may change pricing for the Services on thirty (30) days’ prior notice.
4.4 Prepaid amounts remaining in your account upon termination of this Agreement other than for breach will be refunded, provided, however, that Provider shall first deduct early termination fees from such amount, so that any refund will be net of early termination fees.
4.5 Fees that are not disputed within within thirty (30) days after of the date on which they are charged will be conclusively deemed to be accurate. Any billing disputes must be in writing, and include a detailed statement describing the nature and amount of the disputed charge(s) and the reason(s) why a credit or refund is being requested.
4.6 You agree to pay all taxes on the Services that Provider is required by law to collect, including transaction, local, sales, and service taxes. All fees charged by Provider are exclusive of any such taxes or fees. In no event will you be responsible for any taxes on Provider’s income.
5. SUSPENSION OF SERVICES. Provider may suspend, revoke or limit your use of the Services if Provider determines there is a material breach of your obligations, a security breach, or violation of law. Charges will continue to accrue for the Services during any suspension. If the cause of the suspension can reasonably be remedied, Provider will provide notice of the actions you must take to reinstate the Services. If you fail to take such actions within a reasonable time, Provider may terminate the Services and this Agreement.
6.1 Provider may terminate this Agreement for any reason by providing you 60 days’ advance notice. If this Agreement is terminated for convenience by Provider, Provider will refund amounts prepaid by you for Services not received as of the time of termination. If you terminate this Agreement early, you shall pay to Provider, as liquidated damages (due to the fact that damages from early termination are difficult to estimate), and not as a penalty, an early termination fee equal to two months’ fees for the two (2) months following the date of termination. Either party may terminate this Agreement for cause if the other party is in material breach of this Agreement, provided the one who is not complying is given notice and reasonable time to comply.
6.2 You agree and acknowledges that, effective seventy-two (72) hours after the expiration or termination of this Agreement for any reason, Provider has the right, without liability or further obligation, to permanently erase all content and data stored by Provider.
6.3 If Provider or any of its customers are faced with a credible claim that any portion, component, or element of the Services infringes the intellectual property rights of a third party, and Provider is not reasonably able to obtain the right to use the infringing element or modify the Services such that they do not infringe, then Provider may, in its sole discretion, terminate the Services on reasonable written notice of at least ten (10) business days, and will not have any liability on account of such termination except to refund amounts prepaid by you for Services not received as of the time of termination.
7. LIMITATION OF LIABILITY.
7.1 NEITHER PROVIDER NOR ITS PARENT, SUBSIDIARIES, AFFILIATES, NOR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, DIRECTORS OR REPRESENTATIVES (COLLECTIVELY, THE “PROVIDER PARTIES”) WILL BE LIABLE FOR SPECIAL, INCIDENTAL, EXEMPLARY, INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR LOST PROFITS, BUSINESS, VALUE, REVENUE, GOODWILL, OR ANTICIPATED SAVINGS.
7.2 EXCEPT AS EXPRESSLY REQUIRED BY LAW WITHOUT THE POSSIBILITY OF CONTRACTUAL WAIVER, PROVIDER’S ENTIRE LIABILITY FOR ALL CLAIMS RELATED TO THIS AGREEMENT WILL NOT EXCEED THE AMOUNT OF ANY ACTUAL DIRECT DAMAGES INCURRED BY YOU UP TO THE AMOUNTS PAID FOR THE SERVICE THAT IS THE SUBJECT OF THE CLAIM (IF RECURRING CHARGES, UP TO 12 MONTHS’ CHARGES APPLY WITH RESPECT TO THE 12 MONTH PERIOD IMMEDIATELY PRECEDING THE MONTH IN WHICH THE CLAIM FOR DAMAGES FIRST AROSE), REGARDLESS OF THE BASIS OF THE CLAIM. THIS LIMIT APPLIES COLLECTIVELY TO PROVIDER PARTIES.
7.3 PROVIDER DOES NOT WARRANT UNINTERRUPTED, COMPLETELY SECURE OR ERROR-FREE OPERATION OF THE SERVICES. YOU ACKNOWLEDGE THAT THERE ARE RISKS INHERENT IN INTERNET CONNECTIVITY THAT COULD RESULT IN THE LOSS OF PRIVACY, CONFIDENTIAL INFORMATION, CONTENT, AND PROPERTY. THE SERVICES ARE PROVIDED “AS IS”, “WHERE IS”, “AS AVAILABLE” AND “WITH ALL FAULTS.” CONTENT RESTORATION, IF AVAILABLE, MAY REQUIRE THE PAYMENT OF ADDITIONAL FEES.
7.4 YOU ACKNOWLEDGE AND AGREE THAT PROVIDER PARTIES SHALL HAVE NO LIABILITY ASSOCIATED WITH OR ARISING FROM YOUR FAILURE TO MAINTAIN ACCURATE CONTACT OR OTHER INFORMATION, INCLUDING, BUT NOT LIMITED TO, YOUR FAILURE TO RECEIVE CRITICAL INFORMATION ABOUT THE SERVICES.
8.1 You will defend, indemnify, and hold harmless Provider Parties from and against any claim, damage, loss, liability, cost, and expense (including reasonable attorneys’ fees) arising out of or relating to any third party claim concerning: (a) your use of the Services (including any activities under your account); (b) your willful misconduct, breach of this Agreement, or the violation of any applicable law by you; (c) content or the combination of content with other applications, content, or processes, including any claim involving alleged infringement, or misappropriation of third party rights by content or its use; (d) the actions or omissions of any person who gains access to the Services as a result of your failure to use reasonable security precautions and measures. If Provider Parties are obligated to respond to a third party subpoena or other compulsory legal order or process relating to the above, you will also reimburse Provider Parties for reasonable attorneys’ fees and expenses, as well as employees’ and contractors’ time and materials spent responding to the third party subpoena or other compulsory legal order or process.
8.2 You may: (a) use counsel of your own choosing to defend against any such claim; and (b) settle the claim as you deem appropriate, provided that you obtain Provider’s prior written consent before entering into any settlement, which consent shall not be unreasonably delayed or denied.
8.3 Provider has no responsibility for claims based in whole or part on non-Provider products and services, items not provided by Provider, or any violation of law or third party rights caused by content, materials, designs, or specifications.
9. ASSIGNMENT/SUBCONTRACTORS. You may not assign this Agreement or resell the right to use the Services. Provider may assign this Agreement at any time. Provider may collect and report information regarding your use of the Services to its subcontractors, licensors or suppliers as required to provide you with the Services.
10.1 GOVERNING LAW, JURISDICTION AND VENUE; WAIVER OF JURY TRIAL. Both parties agree to the application of the laws of the State of Oklahoma, without regard to conflict of law principles. The parties agree that the state and federal courts located in Oklahoma County, Oklahoma shall have exclusive jurisdiction with regard to any claim, action, suit or proceeding arising out of or otherwise relating to this Agreement and hereby further irrevocably and unconditionally waive and agree not to plead in any such court that any such claim, action, suit or proceeding brought in any such courts has been brought in an inconvenient forum. Neither party will bring a legal action arising out of or related to this Agreement more than two years after the cause of action arose. TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY IRREVOCABLY WAIVES ITS RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE PARTIES’ RELATIONSHIP.
10.2 No amendment to this Agreement will be effective unless it is in writing signed by both parties.
10.3 If any provision of this Agreement is invalid or unenforceable, the remaining provisions remain in full force and effect.
10.4 Each party may enforce each of its respective rights under this Agreement even if it has waived the right or failed to enforce the same or other rights in the past.
10.5 Provider and its affiliates, and their subcontractors, may process and store business contact information of your personnel in connection with the performance of this Agreement wherever they do business. Provider may use personnel and resources in locations worldwide and third party suppliers to support the delivery of Services.
10.6 Provider is an independent contractor, not your agent, joint venturer, partner, or fiduciary, and does not undertake to perform any of your regulatory obligations, or assume any responsibility for your business or operations. Each party is responsible for determining the assignment of its personnel and contractors, and for their direction, control, and compensation.
10.8 You will be notified of scheduled maintenance.
10.9 Any terms that by their nature extend beyond the termination of this Agreement remain in effect until fulfilled, and apply to successors and assignees.
10.10 Neither party is responsible for failure to fulfill its non-monetary obligations due to causes beyond its control.
10.11 No right or cause of action for any third party is created by this Agreement or any transaction under it.
10.12 This Agreement is the complete and exclusive agreement between you and Provider regarding the Services and supersedes and replaces any prior agreement, understanding or communication, written or oral, regarding the Services.
10.7 The section headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement.
THIRD PARTY TERMS GOVERNING USE OF WEB MANUALS
In addition to the Terms and Conditions of Service, , your use of Web Manuals is subject to the following terms (“Terms”) required by Web Manuals Inc., a company incorporated under the laws of the State of Delaware, with offices at 3300 Admiral Boland Way, San Diego, CA 92101 (the “Supplier”). If you do not agree to these Terms, you must not access or use Web Manuals.
As used in these Terms, “Website” means the Web Manuals Sweden AB website www.webmanuals.aero or any of its subsidiary websites.
As used in these Terms, “Submissions” means any and all content, data, graphics, images and other information that you transmit through the Web Manuals services.
Access to Services
You shall only access Web Manuals through its intended user interface and equipment with your own login credentials.
Adherence to Instructions
You shall comply with the security and administration instructions made available at the time of Web Manuals registration by e-mail, on the Website, or communicated in any other way by the Supplier.
Use of Web Manuals may in certain circumstances require you to use a specific version of certain software. When required, you shall use such versions of software. Furthermore, you shall have the proper technical equipment to use Web Manuals. As Web Manuals is continuously developed and modernized, you shall always use the latest versions of software to ensure proper operation.
Specifications for recommended software versions and minimum requirements for proper technical equipment may be found on the Website.
You shall provide accurate identity information and a proper and legitimate e-mail address, which are necessary for providing you with the Web Manuals services.
Compliance with Laws and Regulations
You shall comply with applicable domestic and international laws and regulations. You may not use the Web Manuals services to procure materials that violate any laws or that in any way conflict with generally accepted practices, which may be determined from time to time by the Supplier without prior notice.
Personal Data and Privacy
In order for you to use the Web Manuals services, Black River Aerospace, LLC (“Black River”) must provide the Supplier certain information that you provide, which may be of a private nature. Information to be provided may include full name, email address and contact details. In the event that you register an account at the request of another individual or legal entity, such data can also be submitted to the Supplier by the requester. You may obtain from Supplier access to all personal data that Supplier has relating to your account. You shall send a request for such access to Black River. You may contact Black River to obtain further information.
In order for you to use the Web Manuals services, you shall allow Web Manuals to store and retrieve session information on your terminal equipment through the use of “cookies”. The purpose of such storage and retrieval of data is to allow for necessary authentication processes and to prevent unauthorized access to Web Manuals.
You hereby consent to:
a. the collection and processing of personal data (if any) as described above; b. the storage of such personal data until your account is terminated; and
c. the storage and retrieval of data in your terminal equipment.
The Supplier’s processes for the collection and dissemination of data are described in the privacy statement available on the Website.
Information provided through Submissions that is used, transmitted, distributed or displayed by the Supplier for other purposes than as part of the Web Manuals services shall only be used, transmitted, distributed or displayed in the form of generic statistical data, namely, anonymized aggregated data.
Supplier has the right to audit information and content that is managed, collected, edited, published, distributed or otherwise made available through the Web Manuals services at any time, without prior approval. Supplier also reserves the right to analyze usage patterns in an aggregated form.
Disclaimer of Warranties
Neither Supplier nor Black River make any warranties, whether express or implied, regarding the Web Manuals services, including, without limitation, any warranties of merchantability, fitness for a particular purpose, accuracy or reliability of results, continuous availability, freedom from error or defect, or that the services are completely secure. Neither Supplier nor Black River warrant the accuracy of information obtained or received in or via the Web Manuals services.
Disclaimer for the Use of Compliance Libraries Functionality
The Compliance Libraries, which may be available to you as part of the Web Manuals services, contain consolidated versions of aviation regulations and/or standards and have been prepared by the Supplier with the aim of offering consolidated and current access to aviation regulations and standards. The Supplier prepares the Compliance Libraries by combining officially published texts of the regulations and/or standards with all their respective amendments as published by their respective originators. The format of the Compliance Libraries may have been adjusted in order to improve readability and to enable the establishing cross references from individual Compliance Library items to documents within the Services. Notwithstanding the best commercially reasonable efforts of the Supplier to maintain the Compliance Libraries in a timely manner and to ensure their completeness and correctness, the Compliance Libraries are not official publications of the regulations and standards and neither Supplier nor Black River accepts any liability for damage of any kind resulting from the risks inherent in the use of the Compliance Libraries; and such liability is hereby disclaimed.
Changes to Services
You understand and acknowledge that both Black River and Supplier may, and reserve the right to, take action that would, at any time and without notice or liability to you, change the nature of the Web Manuals services available to you or impose restrictions on your access to the Web Manuals services. Such measures may include, without limitation, modifications of the Web Manuals services; changes to the scope, structure, design, operation, technical specifications, features, and function of the Web Manuals services; adoption of administrative measures; Black River instructions to Supplier and/or action resulting from the Black River’s termination or cancellation of its business relationship with you.
Changes to Terms
The Supplier reserves the right at any time and without notice or liability to you to change its Terms.
If any part of these Terms for any reason is found invalid, the validity of the Terms as a whole shall remain. The ineffective clause shall be replaced with another one, as far as the law allows, which most closely reflects the purpose and intention of the original clause.
These Terms may be amended from time to time.