This is a legal agreement between you (Licensee or you) and High Performance Aviation, LLC (Licensor or we) for your purchase of training courses and/or training materials (“Training Courses” and “Training Materials” respectively), which may include printed materials and online documentation (“Documentation”).
By clicking on the “purchase” button on your purchase page, you agree to these terms which will bind you. If you do not agree to these terms, we shall not sell Training Materials or Documentation to you and you must discontinue the purchasing process now.
1. THE PRODUCT – A DESCRIPTION
We describe our products as online training courses led by qualified instructors. Such training courses can be purchased online at www.flyhpa.com. Please note that we reserve the right to change the course content of any Training Course at any time and without notice.
2. THE SALE
The purchase of Training Courses and Training Materials are subject to the following:
(i) the prices set out for the relevant product on our website; and
(ii) the purchase of the Training Courses and Training Materials includes the granting of a 30-day non exclusive, non-transferable license to use the Training Materials and the Documentation on the terms of such license.
3. THE LICENCE
You may view and use the Training Courses, Training Materials for the purposes of completing the associated course online only for single user use.
4. LICENSEE’S UNDERTAKINGS
Except as expressly set out in this License you shall:
(i) not copy the Training Courses, Training Materials or Documentation except where such copying is incidental or necessary for the purposes of completing the relevant Training Course;
(ii) not rent, lease, sub-license, loan, translate, merge, adapt, vary or modify the Training Courses, Training Materials or Documentation;
(iii) not alter, or modify, the whole or any part of the Training Courses, Training Materials or Documentation, nor permit the Training Materials or any part of them to be combined with, or become incorporated into, any other materials;
(iv) not provide or otherwise make available the Training Courses, Training Materials or Documentation in whole or in part, in any form to any person without prior written consent from the Licensor.
5. CANCELLATION OF TRAINING COURSES
We reserve the right to cancel a Training Course at any time, without incurring any additional liability to the Licensor. In such circumstances, if such cancellation occurs during the license term, we will offer a full refund or a credit note.
6. INTELLECTUAL PROPERTY RIGHTS
You acknowledge that all intellectual property rights in the Training Course, Training Materials and the Documentation anywhere in the world belong to the Licensor, that rights in the Training Course, Training Materials and the Documentation are licensed (not sold) to you, and that you have no rights in, or to, the Training Course, Training Materials or the Documentation other than the right to use them in accordance with the terms of this License.
7. LICENSOR’S LIABILITY
EXCEPT AS EXPRESSLY WARRANTED HEREIN, THE TRAINING COURSE, TRAINING MATERIALS, AND DOCUMENTATION ARE PROVIDED “AS IS” AND “AS AVAILABLE.” LICENSOR DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, THOSE PERTAINING TO: MERCHANTABILITY, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, AVAILABILITY, ACCURACY, TIMELINESS, CORRECTNESS, RELIABILITY, CURRENCY, OR COMPLETENESS OF THE TRAINING COURSE, TRAINING MATERIALS, AND DOCUMENTATION.
THE MAXIMUM LIABILITY OF LICENSOR ARISING OUT OF ANY CLAIM RELATED TO THE SERVICE OR THIS AGREEMENT SHALL BE LIMITED TO THE TOTAL AMOUNT OF FEES RECEIVED BY LICENSOR FROM LICENSEE IN THE 12 MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. IN NO EVENT SHALL LICENSOR BE LIABLE TO LICENSEE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES.
8. TERMS OF PAYMENT
Payment can only be made using an authorized credit card at the time of the transaction on our website, or by invoice. Receipts for payment are provided in electronic format.
We take reasonable measures to ensure that our website is a secure site. Please see the terms and conditions of use of our website concerning access to it and use of the facilities on it. We take all necessary steps to ensure that any information provided by you for the purposes of payment will be kept secure.
Licensor may terminate this Agreement on written notice to Licensee if Licensee breaches this Agreement and such breach:
(i) is incapable of cure; or
(ii) being capable of cure, remains uncured five (5) days after Licensee receives written notice thereof.
Either party may terminate this Agreement by written notice to the other party if the other party:
(i) becomes insolvent or admits inability to pay its debts generally as they become due;
(ii) becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law;
(iii) is dissolved or liquidated or takes any corporate action for such purpose;
(iv) makes a general assignment for the benefit of creditors; or
(v) has a receiver, trustee, custodian or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.
Upon termination for any reason:
(i) all rights granted to you under this License shall cease;
(ii) you must cease all activities authorized by this License;
(iii) you must immediately pay to the Licensor any sums due to the Licensor under this License; and
(iv) you must immediately delete or remove the Training Materials or Documentation from all computer equipment in your possession, and immediately destroy or return to the Licensor (at the Licensor’s option) all copies of the Training Materials and Documentation then in your possession, custody or control and, in the case of destruction, certify to the Licensor that you have done so.
10. TRANSFER OF RIGHTS AND OBLIGATIONS
This License is binding on you and us, and on our respective successors and assigns.
You may not transfer, assign, charge or otherwise dispose of this License, or any of your rights or obligations arising under it, without our prior written consent.
We may transfer, assign, charge, sub-contract or otherwise dispose of this License, or any of our rights or obligations arising under it, at any time during the term of the License.
11. EVENTS OUTSIDE OUR CONTROL
We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations that is caused by events outside our reasonable control (Force Majeure Event).
A Force Majeure Event includes any act, event, non-happening, omission or accident beyond our reasonable control.
Our performance is deemed to be suspended for the period that the Force Majeure Event continues, and we will have an extension of time for performance for the duration of that period. We will use our reasonable endeavors to bring the Force Majeure Event to a close or to find a solution by which our obligations may be performed despite the Force Majeure Event.
A waiver by any party of any of these terms or conditions shall not be deemed or construed to be a waiver of such terms or conditions for the future, or any subsequent breach thereof.
Any notice required or permitted to be given by either party to the other under these terms shall be in writing.
If any provision of these terms is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these terms and the remainder of the provision in question shall not be affected thereby.
These terms shall be governed by and construed and enforced in accordance with the laws of the United States of America and the State of Texas. The parties acknowledge that, regardless of where these terms is negotiated or executed, the primary business office of High Performance Aviation, LLC is in Montgomery County, Texas, which is proper venue for any dispute concerning these terms. Should any provision of these terms be judicially or administratively determined to be invalid, unenforceable or void by the laws of the State of Texas or the United States of America or any agency or subdivision thereof, such decision shall not have the effect of invalidating or voiding any other provision of the Agreement, and the Parties hereto agree that any part or parts of these terms so held to be invalid, unenforceable or void shall be deemed to have been deleted from the Agreement and all other provisions shall have the same force and effect as if such invalid or unenforceable part or parts had never been included herein. If necessary for enforcement of the Agreement, any such deleted provisions shall be reformed to comply with the laws of the State of Texas.
14. ENTIRE AGREEMENT
These terms and any document expressly referred to in them represent the entire agreement between us in relation to the purchase of Training Courses, Training Materials and Documentation and supersede any prior agreement, understanding or arrangement between us, whether oral or in writing.
We each acknowledge that, in entering into these terms, neither of us has relied on any representation, undertaking or promise given by the other or be implied from anything said or written in negotiations between us prior to entering into these terms, except as expressly stated in these terms and conditions.
Neither of us shall have any remedy in respect of any untrue statement made by the other, whether orally or in writing, prior to the date of entering into these terms (unless such untrue statement was made fraudulently) and the other party’s only remedy shall be for breach of contract as provided in these terms and conditions.
15. OUR RIGHT TO VARY THESE TERMS AND CONDITIONS
We have the right to revise and amend these terms and conditions from time to time.