Terms of Service and End User License Agreement

RECQI, LLC. (dba FlightRepublic) Terms of Service and End User License Agreement

Last Updated: March 2020

Welcome, and thank you for your interest in RECQI, LLC (“Company,” “we,” “our,” or “us”). These Terms of Service and End User EULA Agreement (“EULA”) constitute a legally binding agreement (the “Agreement”) between you and Company governing your access to and use of the Company website, and any other website made available by us (in each case, including subdomains),mobile application, Company Material, software, API, products, and services provided by us (collectively, the “Service”).

PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING THE SERVICE. THIS AGREEMENT CONTAINS A BINDING ARBITRATION PROVISION THAT INCLUDES A JURY TRIAL WAIVER AND CLASS ACTION WAIVER, AND A CLAUSE THAT GOVERNS THE JURISDICTION AND VENUE FOR ANY DISPUTES.

By entering into this Agreement, and/or by accessing or using the Service, you expressly acknowledge that you have read, understood, and agree to be bound by this Agreement. If you are accessing and using the Service on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to this Agreement. This Agreement applies to all visitors, users, and others who access or use the Service (“Users,” “you,” or “your”). We reserve the right, at our sole discretion, to change, modify, add, or remove portions of this Agreement, at any time, by posting changes to this page. Your continued access to or use of the Service after such posting confirms your consent to be bound by this Agreement, as amended. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MAY NOT ACCESS OR USE THE SERVICE.

1. Privacy Policy and Additional Terms

Our Privacy Policy explains how we collect, use, and share your information, and is hereby incorporated into this Agreement. You agree that your access to and use of the Service is governed by our Privacy Policy. As provided in greater detail in this EULA (and without limiting the express language of this EULA), you acknowledge that:
a. the Service is licensed, not sold to you, and that you may use the Service only as set forth in this EULA;
b. the use of the Service may be subject to separate third party terms of service and fees, including, without limitation, your mobile network operator’s (the “Carrier”) terms of service and fees, including fees charged for data usage and overage, which are your sole responsibility;
c. you consent to the collection, use, and disclosure of your personally identifiable information in accordance with the Privacy Policy, which is hereby incorporated herein by reference;
d. the Service is provided “as is” without warranties of any kind, and RECQI’s liability to you is limited;
e. the Service may require access to the following services on your mobile devices: GPS for location data; user notifications for push notifications, alerts, and icon badging.
Your use of the Service is subject to all additional terms, policies, rules, or guidelines applicable to the Service or certain features of the Service that we may post on or link to from the Service (the “Additional Terms”), such as rules applicable to a particular feature or content on the Service. All Additional Terms are incorporated by reference into, and made a part of, this Agreement.

2. Description of service

The Service includes various aviation-related services. Through our FlightRepublic-branded service offerings, the Service may include web—or mobile—app based aircraft scheduling, logging and invoicing tools to allow users and flight schools to rent and monitor aircraft usage, log flight time, training progress, and maintenance intervals in compliance with regulatory requirements, and assist schools in managing their marketing and community building tools operations and other functionality (the “FlightRepublic Functionality”).

3. Accounts and Registration

To access most features of the Service, you may need to register for an account. When you register for an account, you may be required to provide us with some information about yourself, such as your email address or other contact information. You agree that the information you provide to us is accurate and that you will keep it accurate and up-to-date at all times. When you register, you will be asked to provide a password. You are solely responsible for maintaining the confidentiality of your account and password, and you accept responsibility for all activities that occur under your account. You may not allow any other person or entity to access or use your account.  If you have reason to believe that your account is no longer secure, then you must immediately notify us at the applicable contact information in Section 22.

4. Limited License Grant; use of the Service

Subject to this Agreement, we grant you a limited non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service (including any documentation generally made available to our Users), and Company reserves all rights not expressly granted to you. The rights granted herein are limited to Company’s and its licensors’ intellectual property rights in the Service and do not include any other patents or intellectual property rights. Your complete and ongoing compliance with the terms and conditions of this EULA, permits you to use the Service on compatible, authorized devices that you own or control, subject to any specified device limits applicable to the Service **(as further described in Section 4.b or any limits specified when you acquire the App from us);** access and use the APIs, and send and receive calls from the APIs, in the manner described by any accompanying documentation; and access and use the Website; in each case solely for your own use or for the entity on whose behalf you are authorized to act. Title and intellectual property rights in and to any content displayed by or accessed through the Service belongs to Company or its applicable licensor. That content may be protected by copyright or other intellectual property laws and treaties, and may be subject to terms of use of the third party providing that content. This EULA does not grant you any rights to use that content, and you may not copy, distribute, transmit, publish, sell, transfer, create derivative works of, or otherwise exploit any such content.

5. Restrictions

You may not modify, alter, reproduce, or distribute any portion of the Service. You may not directly rent, lease, lend, sell, redistribute, or sublicense the Service. You may not copy, decompile, reverse engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of any portion of the Service, any updates, or any part thereof (except to the extent any foregoing restriction is prohibited by applicable law or the terms of any Third Party Service (as defined below)), nor attempt to disable or circumvent any security or other technological measure designed to protect the Service or any content available through the Service. You may not share your password or any other login credentials with any other person or publicly disclose it. If you breach these license restrictions, or otherwise exceed the scope of the licenses granted in this EULA, then you may be subject to prosecution and damages, as well as liability for infringement of intellectual property rights, and denial of access to the Service.

6. Applicability to Updates

This EULA will govern any updates provided to you by FlightRepublic that replace or supplement the Service, unless the upgrade is accompanied by a separate license or revised EULA, in which case the terms of that license or revised EULA will govern.

7. Service Availability

We will use commercially reasonable efforts to make the Service available at all times, except for scheduled downtime and any unavailability caused by events beyond our reasonable control, such as fires, natural disasters, government actions, civil unrest, or Internet service provider failures or delays. We may permanently or temporarily terminate or suspend your access to the Service without notice and liability for any reason, including if in our sole determination you violate any provision of this Agreement, or for no reason.

8. Content

Authorized school owners, administrators, and managers are responsible for all content and the operation of any School Environment (“School”) and location, including the actions of End Users. You must include Rental and Release of Liability Agreements that are at least as protective of us as the terms herein (“End User Terms”). We may remove any content on the Service or App (or demand Users to remove such content) that we deem violates this Agreement.

9. Usage Data

We may collect and analyze data and other information relating to the provision, use, and performance of various aspects of the Service and related systems and technologies, including without limitation, information concerning User Content and data derived therefrom that does not specifically identify a User or End User (“Usage Data”). We own all right, title, and interest to Usage Data.

10. Digital Millennium Copyright Act

We operate the Service in compliance with 17 U.S.C. §512 and the Digital Millennium Copyright Act (“DMCA”). It is our policy to respond to any infringement notices and take appropriate actions under the DMCA and other applicable intellectual property laws. The DMCA requires that all notices of alleged copyright infringement must be in writing. When informing us of an alleged copyright infringement, the complaint must do the following: (i) identify the copyrighted work(s) that allegedly has been infringed; (ii) describe the material that is claimed to be infringing and provide sufficient information to permit us to locate that material; (iii) provide your contact information, including an address, telephone number, and email address; (iv) certify or include a statement that the complainant has a good faith belief that the use of the copyright-protected material in the manner complained of is not authorized by the copyright owner, the owner’s agent, or law; (v) certify that the information that you have provided us is accurate; and (vi) include a physical or electronic signature of the copyright owner or person authorized to act on behalf of the owner. Before the complainant alleges an infringement, complainant should consult copyright materials to confirm that the use is, in fact, infringing. The United States Copyright Office provides basic information, online, at http://www.copyright.gov/circs/circ01.pdf, which can assist one in determining whether an exception or defense, such as fair use, may apply to the use of your copyrighted work. Where it has been clearly established that a User is a repeat offender, we may, in our sole discretion, terminate such User’s Account. If you believe that your copyrighted work is being infringed on the Service or App, please notify us at the email address at the bottom of this Agreement.

11. Fees and Payment

Your use of the Service is based on a transaction fee and/or a monthly subscription and is subject to certain recurring fees and other fees and charges, as applicable. All fees, including any applicable taxes, and transaction fees, are in U.S. Dollars and payable when invoiced. We are not responsible for any charges or expenses you incur resulting from charges billed by us in accordance with this Agreement. All fees and other payments related to your Account will be made in accordance with the billing terms in effect when such payment is due or funds are received. You must provide us with a valid credit card or bank account at the time you create your Account and you will promptly update your Account if there is any change to your payment information. Any recurring fees will automatically renew at the rates then in effect, are automatically charged to your credit card or bank account, and will continue until cancelled by you in your Account, or as otherwise cancelled in accordance with this Agreement. We use Stripe to process payments and you must agree to their terms when entering payment information. By providing your payment information, you agree that we may invoice you for all fees when they become due to us without additional notice or consent. We may add new features for additional fees, or amend fees for existing features, at any time in our sole discretion. Your continued use of the Service after any price change becomes effective constitutes your agreement to pay the new amount.

12. Trial Period

After registration of an Account, you may be given an initial trial period to use of the Service. You may cancel your Account at any time during the trial. If you do not cancel your Account during the trial period, you will be asked to provide your payment information in order to continue using the Service and will be charged any applicable transaction fees and other fees immediately at the end of the trial period. Free trial eligibility is determined by us at our sole discretion and we may limit eligibility or duration to prevent free trial abuse. We reserve the right to revoke the free trial and put your Account on hold in the event that we determine that you are not eligible.

13. No Refunds

You may cancel your Account at any time; however, payments are nonrefundable and there are no refunds or credits for partially used periods. Following any cancellation, however, your Subscription will be valid until your paid period is complete.

14. Ownership and Proprietary Rights

14.1 Company Material

Except for the limited license granted to you in this Agreement and except for User Content, we retain all right, title, and interest in and to the Service and associated documentation, all data, text, images, logos, software, content, and other information and content available on or through the Service, and any and all enhancements, improvements, developments, derivative works, or other modifications made to or related to the foregoing (“Company Material”). The Company Material is protected by copyright, trademark, and/or other intellectual property laws and you acknowledge and agree that we retain all right, title, and interest in and to the Company Material. Except as expressly stated in this Agreement, you may not sell, transfer, alter, reproduce, distribute, republish, download, display, post, or transmit any Company Material, in whole or in part, by any means.

14.2 User Content

You are responsible for all text, images, photographs, or other materials provided, created, or uploaded by you or your Users associated with your Account to the Service or Apps (“User Content”). User Content includes all descriptions of the school, location, and all assets including, but not limited to, aircraft and ground and flight instructors, dispatchers, and all data generated by or submitted by the School, including information related to and submitted by End Users (“End User Content”). You represent and warrant that: (i) you have all necessary rights, consents, and permissions to submit to the Service and otherwise disclose, transfer, and use all User Content, including to grant the licenses to User Content herein; and (ii) User Content will not violate any applicable law, rule, or regulation, infringe any third party’s intellectual property, privacy, or publicity right, or cause a breach of any agreement with any third party (including governmental agencies). By posting, displaying, sharing, or distributing User Content, or allowing End Users to do the foregoing related to End User Content, on or though the Service or the Apps, you grant to us, our affiliates, and any applicable third-party service that you may access through the Service, a non-exclusive, transferable, perpetual, irrevocable, fully paid license to use, copy, and prepare derivative works of User Content, excluding End User Content, for the purpose of operating and improving the Service, and providing related services if applicable.

14.3 Marks

Each party retains all right, title, and interest in and to their respective trademarks, service marks, logos, name, branding, and equivalent identifiers (“Marks”). You grant us a limited, non-exclusive, non-transferable, sublicensable right to use your Marks on the Service and as otherwise required to fulfill our obligations hereunder, and for attribution as set forth in Section 21, consistent with your trademark guidelines if provided to us. Except for the reproduction of our Marks in order to promote the Service at your School Location, you may not use our Marks for any purposes, including in a way that suggests you are endorsed by or associated with us in anyway other than as a customer. All permitted use of a party’s Marks hereunder will inure to the benefit of the owning party.

15. Disclaimer

THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. USE OF THE SERVICE IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE IS PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, PRIVACY, SECURITY, ACCURACY, TIMELINESS, QUALITY, OR NON-INFRINGEMENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH THE SERVICE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. WITHOUT LIMITING THE FOREGOING, WE, OUR SUBSIDIARIES, OUR AFFILIATES, AND OUR LICENSORS DO NOT WARRANT THAT: (I) THE SERVICE OR YOUR USE OF THE SERVICE WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR CORRECT; (II) THE SERVICE OR YOUR USE OF THE SERVICE WILL MEET YOUR REQUIREMENTS; (III) THE SERVICE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, TIMELY, UNINTERRUPTED, OR SECURE; (IV) ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR (V)THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DOWNLOADED AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD OR YOUR USE OF THE SERVICE. WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICE OR ANY HYPERLINKED WEBSITE OR SERVICE, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. If you live in a state that does not allow for the disclaimer of certain warranties, the disclaimers above may not apply to you.

16. Indemnity

You agree to defend, indemnify, and hold us and our officers, directors, employees, agents, and affiliates (the “Entities”) harmless from any and all third-party claims, proceedings, damages, injuries, liabilities, losses, costs and expenses (including reasonable attorneys’ fees and litigation expenses), arising out of or relating to: (i) your access to or use of the Service; (ii) all User Content and Apps; (iii) your violation of any portion of this Agreement or any applicable law, rule, or regulation; or (iv) your violation of any third-party right.

17. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE ENTITIES OR ITS LICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, INCURRED BY YOU OR ANY THIRD PARTY, WHETHER IN AN ACTION IN CONTRACT OR TORT, ARISING FROM THE USE OF, OR INABILITY TO USE, THE SERVICE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. NOTWITHSTANDING THE FOREGOING, THE TOTAL LIABILITY OF THE ENTITIES AND ITS LICENSORS, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE), PRODUCT LIABILITY, STRICT LIABILITY, OR ANY OTHER THEORY, ASSOCIATED WITH ANY CLAIM ARISING OUT OF OR RELATING TO USE OF OR ACCESS TO THE SERVICE FOR ANY REASON WHATSOEVER SHALL BE LIMITED TO ONE HUNDRED DOLLARS ($100). IF THE JURISDICTION YOU ARE IN DOES NOT ALLOW FOR THE EXCLUSION OF CERTAIN TYPES OF DAMAGES, THEN SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU IN CERTAIN CIRCUMSTANCES.

18. Alerts and Notifications

By entering into this Agreement or using the Service, you agree to receive communications from us, including emails, text messages, alerts, and other electronic communications. Standard message and data rates apply to all messages sent to or received from us. Any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that the communication be in writing.

19. Dispute Resolution

PLEASE READ THE FOLLOWING SECTION CAREFULLY BECAUSE IT REQUIRES YOU TO ARBITRATE CERTAIN DISPUTES AND CLAIMS WITH US AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US.

The parties shall use their best efforts to settle any dispute, claim, question, or disagreement directly through consultation and good faith negotiations, which shall be a precondition to either party initiating a lawsuit or arbitration. If the parties do not reach an agreed upon solution within a period of thirty (30) days from the time such informal dispute resolution is pursued, then either party may initiate binding arbitration. Except as expressly set forth herein, any dispute, claim, or controversy (each, a “Claim”) arising out of or relating to this Agreement will be settled by binding arbitration administered by the American Arbitration Association (the “AAA”) in accordance with the provisions of its Commercial Consumer Arbitration Rules and the supplementary procedures for consumer related disputes of the AAA, excluding any rules or procedures governing or permitting class actions. The arbitrator, and not any federal, state or local court or agency, shall have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability, or formation of this Agreement, including without limitation, to any Claim that all or any part of this Agreement is void or voidable. The arbitrator’s award shall be binding on the parties and may be entered as a judgment in any court of competent jurisdiction. The procedures and rules of the Federal Arbitration Act, 9 U.S.C. § 1, et seq. shall exclusively govern the interpretation and enforcement of any arbitration. The AAA Rules are available at www.adr.org/arb_med or by calling the AAA at 1-800-778-7879.

The parties each acknowledge and agree to waive the right to a trial by jury or to participate as a plaintiff or class member in any purported class action or representative proceeding. Any arbitration will be conducted only on an individual basis and not in a class, collective, consolidated, or representative proceeding. However, each party retains the right to bring an individual action in small claims court or the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of a party’s copyright, trademark, trade secret, patent, or other intellectual property right. If any court or arbitrator determines that the foregoing class action waiver is void or unenforceable for any reason or that an arbitration can proceed on a class basis, then the arbitration provision herein shall be deemed null and void in its entirety and the parties shall be deemed to have not agreed to arbitrate disputes.

In addition to the severability provisions set forth above, in the event that any portion of this arbitration provision is deemed illegal or unenforceable, such provision shall be severed and the remainder of this section shall be given full force and effect. Any Claim or cause of action you may have arising out of or relating to this Agreement or the Service must be commenced within one (1) year after the cause of action accrues, otherwise, such cause of action or claim is permanently barred. The parties specifically exclude from application to this Agreement the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act.

20. Term and Termination

This Agreement commence when you first visit or use any feature of the Service and shall apply to all of your subsequent visits and uses. We may, at our sole discretion, terminate your access to and use of the Service, with or without cause, immediately, and without notice, which may include no longer supporting Apps. We will not be liable to you or any third party for any such termination. Upon any termination, discontinuation, or cancellation of the Service or your access thereto, your right to access or use the Service will immediately terminate. All provisions of this Agreement which by their nature should survive termination shall survive the termination of your access to the Service, including without limitation, provisions regarding ownership, warranty disclaimers, indemnity, and limitations of liability.

21. General

Except as provided in Section 12 above, this Agreement is governed by the laws of the State of Texas, without regard to conflict of law principles. You agree to submit to the personal and exclusive jurisdiction of the state courts and federal courts located within Austin, Texas for the purpose of litigating any dispute. You may not assign or transfer this Agreement or your rights herein, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign this Agreement at any time without notice or consent. If any portion of this Agreement is held invalid, you agree that such invalidity will not affect the validity of the remaining portions of this Agreement. We may identify you as a customer in standard marketing materials, including the customer page of our website. No waiver by us of any breach or default of this Agreement will constitute a continuing waiver of such breach or default or be deemed to be a waiver of any preceding or subsequent breach or default. This Agreement represents the complete agreement between the parties regarding the subject matter set forth herein and supersedes all prior agreements and representations between you and us.

22. Contact

Please contact us with any questions regarding this Agreement at privacy@flightrepublic.com or at the address below.

FlightRepublic
13809 Research Blvd 500
Suite 93120
Austin, TX 78750