PilotEdge Terms of Service

These Terms and Conditions constitute an agreement (“Agreement”) between you (“you”, “your”, “user” or “Customer”) and PilotEdge (“PilotEdge”, “us”, “we” or “our”) for recurring billing services and any related products or services (“Services”). This Agreement governs both the Services and any assigned account (“Account”) used in connection with the Services.
Any of the following actions constitute your agreement, without limitation or qualification, to be bound by, and to comply with, the terms of this Agreement:
(i) your initialization or registration of the Services, through the PilotEdge website (pilotedge.net) (the PilotEdge website, network, and subdomains are collectively referred to herein as, the “Site”);
(ii) through the use of your Account and password;
(iii) your use of the Site.

Ownership.

All Materials (defined below), Services, Accounts and content, including but not limited to policy information, text, software, music, sound, photographs, video, graphics, the arrangement of text and images, commercially produced information, and other material contained on the Site or through the Services (“Content”), are provided by PilotEdge unless indicated otherwise. All intellectual property rights in the Materials, Content, Services and Accounts (including copyrights, trademarks, service marks, trade secrets and patents) are the property of PilotEdge. PilotEdge retains all copyrights in the individual pages, and their components, and collective works available at the Site.

The Materials, Content, Services and Accounts are copyrighted and are protected by federal and worldwide copyright laws and treaty provisions. They may not be copied, reproduced, modified, published, uploaded, posted, transmitted, performed, or distributed in any way without PilotEdge’s prior written permission.

All other names and trademarks are the property of their respective holders.

Term.

The term of this Agreement begins on the date we activate Services for your Account. This Agreement will continue from month to month until terminated by either party pursuant to the terms hereof.

Order Acceptance Policy.

Your submission of your order on the Site or receipt of an email confirmation signifies acceptance by PilotEdge of your order and the provision of your Account. PilotEdge may verify orders to prevent fraud. Should PilotEdge suspect the placement of a fraudulent order (even after you have received an email confirmation of acceptance of your order and the provision of your Account), PilotEdge may contact you by email or telephone regarding such suspected fraudulent order and, in sole discretion, interrupt, restrict or terminate your Account without notice to you by PilotEdge.

Recording of Activity.

PilotEdge may record any activity on the PilotEdge network, voice server(s), or website at its discretion, including but not limited to position logs, flight plans or other text information transmitted, or voice transmissions, for use in operations management, quality assurance, or promotional materials.

Use of Services and Account.

You represent and warrant that you are at least 18 years of age or the applicable state age of majority and that you possess the legal right and ability to enter into this Agreement. If entering into this Agreement on behalf of a commercial entity, you represent and warrant that you have legal authority to act as a representative of that entity and enter into commercial contracts on its behalf. You agree not to use the Materials, Content, Services and your Account for any unlawful or abusive purpose or in any way which interferes with our ability to provide Services to our customers, or damages our property.

Certain pages on the Site or the access to the Services and/or your Account may be accessed only by use of a password and log-in. You are solely responsible for all uses of the Site and/or the Services and/or your Account with your password. You should change your password frequently, and immediately notify PilotEdge and change your password if you suspect fraudulent or unauthorized use. If your Services or Accounts are fraudulently used, you agree to immediately notify us of such unauthorized use. We have the right to interrupt, restrict or terminate Services to your Account, without notice to you, if we suspect fraudulent or abusive activity. You agree to cooperate with us in any fraud investigation and to use any fraud prevention measures we prescribe.

If your Account is not specifically designated on the PilotEdge site as a “Commercial Account”, your Account may only be used directly by you for non-commercial purposes, and may not be shared, rented, sold, leased, transferred or otherwise assigned to any other individual or entity.

Suspension.

In the event of PilotEdge determining, at its sole discretion, that you, or someone using your Account, have: (i) interfered with the operation of the PilotEdge network or Site; (ii) harassed, intimidated, or interfered with PilotEdge customers, controllers, or staff; (iii) posted abusive, offensive, or unlawful materials to the PilotEdge Site, customers, controllers, or staff, PilotEdge may choose to disable all privileges of your Account for any length of time, including the full remaining amount of time on your Account subscription, and may or may not offer a full or partial refund at its sole discretion. Suspension will not relieve you of your duty to pay any accrued charges up to the point of suspension.

Limitations.

We will make every available effort to keep PilotEdge Services operational 24 hours a day/7 days a week. There will be periods of downtime for essential maintenance and upgrades. We will attempt to provide 12 hours of notice for scheduled maintenance or downtime, but some downtime maybe unscheduled and beyond our control.

While the Network itself will normally remain online 24 hours a day/7 days a week, controller services are provided within the designated PilotEdge Service Area and according to the PilotEdge Schedule, as defined on the PilotEdge Site.
PilotEdge is not responsible for your connection to the Internet and does not guarantee its Services will be usable on your Internet connection. If your connection does not prove to be usable, your remedy is to terminate your account as outlined in these Terms.

Termination.

You may terminate this Agreement at any time through the PilotEdge Site. We may terminate this Agreement, at any time, if we believe that you have breached or may breach any term or condition of this Agreement. You agree that termination of this Agreement will not relieve you of any obligation to pay any accrued charges. You shall be charged the full amount of the fee for the month in which the Services were terminated. All sections which by their nature should survive the expiration or termination of the Agreement shall continue in full force and effect subsequent to and notwithstanding the expiration or termination of this Agreement. PilotEdge will send you one final invoice after cancellation for any unpaid transaction fees. There is no pro-rated refund or discount provided when an account is cancelled.

PilotEdge services are paid on a monthly basis. Some types of Accounts may incur “variable” charges based on your usage of the Services in the preceding month; these charges will be calculated and billed monthly, and will be due in full immediately on that day. Some types of Accounts may, in addition, incur “non-variable” charges that do not vary except as outlined by this Agreement; these charges will be calculated and billed immediately upon your Account initiation, and monthly thereafter. PilotEdge does not accept “net” or credit terms and all billed charges must be paid immediately.

If PilotEdge is unable to collect payment from you, we will notify you by electronic mail, and, after a period of time set by our sole discretion, terminate your Account. This does not relieve you of the obligation to pay any accrued charges; additionally, your Account will not be re-activated until all billed and accrued charges are paid in full.

Privacy.

The Privacy Policy of PilotEdge is set forth on the Site (pilotedge.net) (hyperlink: Privacy Policy). Compliance with these Terms also includes acceptance of the Privacy Policy.

Cooperation With Government Authorities.

If necessary and in accordance with applicable law, PilotEdge will cooperate with local, state, federal, international and/or worldwide government authorities to protect this Site, Materials, Content, Services, Accounts, visitors, customers, PilotEdge, its parents, subsidiaries, affiliates and their respective members, managers, directors, officers, employees, stockholders and agents and operational providers, from the unauthorized use of this Site, Materials, Content, Services and Accounts.

Modification to Prices or Billing Terms.

PilotEdge reserves the right, at any time, to change its prices and billing methods for Materials, Content, Services and Accounts, effective immediately upon posting on the Site or by e-mail delivery to you.

Modification.

We may change or modify this Agreement at any time. Any such change will be communicated to you through electronic mail sent to the address noted in your PilotEdge Account. If you find this Agreement unacceptable, your remedy is to terminate your account as outlined in these Terms.
Assignment.

We may assign all or part of our rights or duties under this Agreement in connection with a sale of all or substantially all the assets of PilotEdge to a third party without notice to you, provided any such third party shall be obliged to honor the terms of this Agreement. You may not assign this Agreement without our prior written consent.

Indemnity.

YOU AGREE TO DEFEND, INDEMNIFY, AND HOLD HARMLESS PILOTEDGE, ITS PARENTS, SUBSIDIARIES, AFFILIATES, AND THEIR RESPECTIVE MEMBERS, MANAGERS, DIRECTORS, OFFICERS, EMPLOYEES, STOCKHOLDERS, AGENTS AND ANY UNDERLYING CARRIER, HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, EXPENSES OR DAMAGES (INCLUDING ATTORNEYS’ FEES), WHETHER KNOWN OR UNKNOWN, ARISING FROM, INCURRED AS A RESULT OF, OR IN ANY MANNER RELATED TO (A) YOUR USE OF THE SERVICES, (B) ANY OTHER PERSON’S USE OF ANY ACCOUNT OR PASSWORD YOU MAINTAIN, REGARDLESS OF WHETHER SUCH USE IS AUTHORIZED BY YOU, OR © YOUR PROMISES OR STATEMENTS MADE IN THIS AGREEMENT. YOU HEREBY AGREE TO WAIVE ALL LAWS THAT MAY LIMIT THE EFFECTIVENESS OF THE FOREGOING RELEASES. NOTWITHSTANDING THE FOREGOING, YOU SHALL NOT BE LIABLE FOR CLAIMS, EXPENSES OR DAMAGES ARISING FROM THE INTENTIONAL OR GROSSLY NEGLIGENT ACTS OF PILOTEDGE OR ITS EMPLOYEES, AGENTS, CONTRACTORS OR REPRESENTATIVES. THIS INDEMNIFICATION SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW AND SHALL SURVIVE TERMINATION OF THIS AGREEMENT.

Limitation of Liability.

IN NO EVENT SHALL PILOTEDGE, ITS PARENTS, SUBSIDIARIES, AFFILIATES AND THEIR RESPECTIVE MEMBERS, MANAGERS, DIRECTORS, OFFICERS, EMPLOYEES, STOCKHOLDERS, AGENTS AND ANY UNDERLYING CARRIER BE LIABLE FOR ANY DAMAGES, INCLUDING BUT NOT LIMITED TO DIRECT, COMPENSATORY, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF INFORMATION) ARISING OUT OF OR RELATING TO (i) YOUR INABILITY TO USE THE MATERIALS, CONTENT, SERVICES OR ACCOUNTS; (ii) YOUR MISUSE OF THE MATERIALS, CONTENT, SERVICES OR ACCOUNTS; (iii) NONPERFORMANCE OR A FAILURE OF THE SERVICES CAUSED BY ACTS OR OMISSIONS OF ANOTHER SERVICE PROVIDER, (iv) EQUIPMENT OR SOFTWARE FAILURE OR MODIFICATION; (v) TELECOMMUNICATIONS OR COMPUTER EQUIPMENT FAILURES; (vi) USE OF THE PILOTEDGE NETWORK, PILOTEDGE SERVICES, OR PILOTEDGE-PROVIDED INFORMATION IN A NON-SIMULATED ENVIRONMENT, OR (vii) ACTS OF GOD, OR OTHER CAUSES BEYOND OUR REASONABLE CONTROL. THE FOREGOING SHALL APPLY EVEN IF CHARGIFY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. PILOTEDGE ALSO MAKES NO REPRESENTATIONS OR WARRANTIES THAT YOUR ACCESS TO AND USE OF THE SITE, MATERIALS, CONTENT, SERVICES AND ACCOUNTS (1) WILL BE UNINTERRUPTED OR ERROR FREE; (2) IS FREE OF VIRUSES, UNAUTHORIZED CODE, OR OTHER HARMFUL COMPONENTS; (3) IS SECURE; OR (4) WILL MEET YOUR SATISFACTION. YOU ARE RESPONSIBLE FOR TAKING ALL PRECAUTIONS YOU BELIEVE NECESSARY OR ADVISABLE TO PROTECT YOU AGAINST ANY CLAIM, DAMAGE, LOSS OR HAZARD THAT MAY ARISE BY VIRTUE OF YOUR USE OF THE SITE, MATERIALS, CONTENT, SERVICES AND ACCOUNT.

IN NO EVENT SHALL PILOTEDGE, ITS PARENTS, SUBSIDIARIES, AFFILIATES AND THEIR RESPECTIVE MEMBERS, MANAGERS, DIRECTORS, OFFICERS, EMPLOYEES, STOCKHOLDERS, AGENTS AND ANY UNDERLYING CARRIER BE LIABLE FOR INJURIES TO PERSONS OR PROPERTY ARISING FROM USE OF THE SERVICES, OR ANY EQUIPMENT USED IN CONNECTION WITH THE SERVICES.

IF, NOTWITHSTANDING THE OTHER TERMS OF THIS AGREEMENT, PILOTEDGE SHOULD HAVE ANY LIABILITY TO YOU OR ANY THIRD PARTY FOR ANY LOSS, HARM OR DAMAGE, YOU AND PILOTEDGE AGREE THAT IN NO EVENT SHALL LIABILITY OF CHARGIFY TO YOU FOR ANY REASON EXCEED OUR SERVICE CHARGES DURING THE AFFECTED PERIOD GIVING RISE TO SUCH LIABILITY.

YOU AND PILOTEDGE AGREE THAT THIS SECTION OF THE AGREEMENT, “LIMITATION OF LIABILITY”, IS AN AGREED ALLOCATION OF RISK BETWEEN YOU AND PILOTEDGE. YOU ACKNOWLEDGE THAT, ABSENT YOUR AGREEMENT TO THIS LIMITATION OF LIABILITY, PILOTEDGE WOULD NOT PROVIDE THE SITE, MATERIALS, CONTENT, SERVICES, OR ACCOUNTS TO YOU.

NO WARRANTIES.

THE MATERIALS, CONTENT, SERVICES AND ACCOUNTS ARE PROVIDED “AS IS.” WE MAKE NO WARRANTIES REGARDING THE MATERIALS, CONTENT, SERVICES AND ACCOUNTS WHATSOEVER AND DISCLAIM ANY AND ALL EXPRESS OR IMPLIED WARRANTIES OF ANY KIND, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OF INTELLECTUAL PROPERTY, FITNESS FOR A PARTICULAR PURPOSE, OR WARRANTIES ARISING BY COURSE OF DEALING OR CUSTOM OR TRADE. WE DO NOT AUTHORIZE ANYONE TO MAKE A WARRANTY OF ANY KIND ON OUR BEHALF AND YOU SHOULD NOT RELY ON ANY SUCH STATEMENT. THIS PARAGRAPH SHALL SURVIVE TERMINATION OF THIS AGREEMENT.

Some jurisdictions do not allow the disclaimer of implied warranties. In such jurisdictions, the foregoing disclaimers may not apply to you insofar as they relate to implied warranties. If you rely on the representations or warranties of any third persons with respect to the Services (including without limitation by dealers or resellers of the Services) beyond those made by PilotEdge, your sole remedy for such reliance is against the third person making such representation or warranty.

Notices.

Except as otherwise provided in this Agreement, notices and other communications under this Agreement shall be in writing and shall be delivered by electronic mail, addressed, (a) if to you, at the address as kept up-to-date by you in your PilotEdge Account Center, or (b) if to us at PO BOX 186, Pompton Plains, New Jersey, 07444, attention Customer Support Department. Your notice must specify your name and Account. Each such notice, request or other communication shall be effective (i) if given by mail, 72 hours after such communication is deposited in the mails with first class postage prepaid, addressed as aforesaid, or (ii) if given by any other means (including, without limitation, by air courier), when delivered at the address specified above. Oral notices shall be deemed effective on the date reflected in our records.

Governing Law.

This Agreement shall be governed by and construed in accordance with the laws of the State of New Jersey, excluding that body of law applicable to conflicts of law.

Jurisdiction and Venue.

You and PilotEdge agree that any suit, action or proceeding arising out of or relating to this Agreement shall be instituted only in a New Jersey state or federal court sitting in New Jersey, United States of America. You and PilotEdge each waive any objection you or PilotEdge may have now or hereafter to the laying of the venue of any such suit, action or proceeding, and irrevocably submit to the jurisdiction of any such court in any such suit, action or proceeding.

General Information.

If any part of this Agreement is held invalid or unenforceable, that portion shall be construed to reflect the parties’ original intent, and the remaining portions shall remain in full force and effect.

You hereby consent to PilotEdge publicizing the existence (but not the terms) of the relationship contemplated hereunder as a part of promotional and marketing activities from time to time by PilotEdge.

This Agreement constitutes the entire agreement between PilotEdge and you with respect to your use of PilotEdge Site, Materials, Content, Services and your Account, and it supersedes all prior or contemporaneous communications and proposals, whether oral or written, between PilotEdge and you with respect thereto.

The failure of PilotEdge to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.