PROPRIETARY INFORMATION AGREEMENT
This Agreement becomes effective upon your (the User’s) indication of "I agree" below and your subsequent entry to the site. By accessing the Proprietary Information provided herein, using the User identification code and password provided to you by MyMD.Aero™, you acknowledge that the Proprietary Information disclosed on the site is governed in accordance with the terms and conditions set forth below.
This Agreement sets forth your rights and obligations with respect to the use, handling, protection, and safeguarding Proprietary Information disclosed by MyMD.Aero™ to the User.
TERMS AND CONDITIONS
ARTICLE 1. Definitions
- Licensor. The exclusive owner of all worldwide right, title and interest in and to all contents, graphics, designs, data, computer codes, ideas, know-how, "look and feel," compilations, magnetic translations, digital conversions of MyMD.Aero™; and other matters included within MyMD.Aero™ and related to MyMD.Aero™ (collectively "Materials").
- MyMD.Aero™. The trademarked software operated by Licensor that uses the internet to help customers locate parts through the Service Center and Distributor Network.
- Proprietary Information. All of the information contained in this website shall be considered Proprietary Information, including, but not limited to, the technical information in the form of designs, concepts, requirements, specifications, interfaces, components, processes, or the like.
- Identification Code. Password, user name or methodology which allows access to MyMD.Aero™.
- Intellectual Property Rights. The term "Intellectual Property Rights" means all United States and worldwide trademarks, service marks, trade names, trade dress, logos, copyrights, rights of authorship, inventions, moral rights, patents, rights of inventorship, all applications, registrations and renewals in connection with any of the above, database rights, know-how, trade secrets, rights of publicity, privacy and/or defamation, rights under unfair competition and unfair trade practices laws, and all other intellectual and industrial property rights related thereto.
- User Information. The term "User Information" means a User’s name, address, phone, fax, and other contact information, part information, and any other data entered, or modified, on MyMD.Aero™ as well as all, if User is a Licensee of Licensor's Aeronet software, data extracted from the database for use on the MyMD.Aero™, including, but not limited to, all part information in User’s inventory that is earmarked by the User to be listed on MyMD.Aero™, a change in such inventory, stock detail for any stocklines designated by the User as visible to MyMD.Aero™ (such as serial number, time-life, condition and availability), alternate part numbers, images linked to a stockline using the Aeronet software module, and any other information or data designated by the User as visible to MyMD.Aero™, and any change or modification to such information, as applicable.
- Users. The term "Users" means individuals who register to operate MyMD.Aero™ through this website on their internet enabled computing devices.
ARTICLE 2. License Grants
Licensor hereby grants User, during the term of this Agreement, a limited, terminable, personal, non-exclusive license to only access and use MyMD.Aero™ as provided herein and not to download (other than page caching) or modify MyMD.Aero™ or any information or data therein, or any portion of it, except with express written consent of Licensor.
- This license does not include any resale rights to MyMD.Aero™ or to its contents; any collection and use of any product listings, descriptions, or prices; any derivative use of this site or its contents; any downloading or copying of account information for the benefit of another merchant; or any use of data mining, robots, or similar data gathering and extraction tools. MyMD.Aero™ or any portion thereof may not be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without express written consent of Licensor. User may not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of Licensor without prior express written consent from the Licensor.
- License to use User Information. User hereby grants to Licensor a non-exclusive, non-transferable license, during the term of this Agreement: (i) to copy, use, publicly display and transmit User Information to Users; (ii) to copy, use, publicly display and transmit the graphical image file, text, animation and links of User as provided by User to Licensor ("Icon") only from and via MyMD.Aero™ to Users and in certain informational media (print and non-print, electronic or otherwise) specifically related to MyMD.Aero™; (iii) to use and display User’s trade name, trademarks and/or service marks ("User Marks") only from and via MyMD.Aero™ to Users and in certain informational media (print and non-print, electronic or otherwise) specifically related to MyMD.Aero™; (iv) to collect and retain Statistical Data for use and publication by Licensor for its commercial purposes; and
- Rights Reserved. Notwithstanding anything to the contrary herein, all rights not specifically granted in the licenses set forth above shall be reserved and remain always with the respective licensing party.
- Scope of Usage. User may query the MyMD.Aero™ using part numbers and will search by the part number requested, as well as by any appropriate alternate part numbers. Upon locating a part, provided that User is a licensee of MyMD.Aero™ software, then such Users will query MyMD.Aero™ to obtain contact information for the applicable selling User. Provided that User is then licensed to use Licensor's Vendor Quotes Module, the User may then create a vendor quote and transmit an RFQ to the applicable selling User. Provided that User is licensed and granted to use MyMD.Aero™, User’s data (such as serial number, time-life, condition and availability), as well as any linked images, are visible to MyMD.Aero™ community and to all Users therein. User may also manually provide User Information with respect to products it desires to be listed on MyMD.Aero™.
- Dealings With Users. User’s correspondence to or transactions with other Users of MyMD.Aero™, or any other transaction or activity arising from or related to MyMD.Aero™, including, but not limited to, RFQs, purchase orders or other transaction documents, purchase and payment of goods or services, transactions, delivery of goods or services, and any other terms, conditions, actions, warranties or representations associated with such transactions, are solely between User and such other parties. Licensor shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such transaction or activity. User shall be responsible for all sales, use and other taxes and all applicable duties, levies and export fees and similar charges imposed by any federal, state or local government entity with respect to any Transaction. LICENSOR EXPRESSLY DISCLAIMS AND MAKES NO REPRESENTATIONS, GUARANTEES OR WARRANTIES AS TO ANY TRANSACTION OR ANY OTHER MATTER CONDUCTED THROUGH OR AS A RESULT OF THE USE OF MyMD.Aero™, ANY PRODUCTS OFFERED, OR ANY OTHER ACTIVITY ARISING FROM OR RELATED TO MyMD.Aero™. Licensor is not involved in any transaction or any other transaction between Users. Accordingly, Licensor has no control over the quality, safety or legality of the items marked for inclusion in MyMD.Aero™, the reliability/integrity of the listings, the ability of Users to sell items, or the ability of other Users to pay for items.
- No Endorsement. Licensor does not represent or endorse the accuracy or reliability of any advice, opinion, statement, advertisement, data or other information displayed or distributed through MyMD.Aero™. User acknowledges that any reliance upon any such advice, opinion, statement, advertisement, data or other information shall be at User’s sole risk.
- Compliance with Law. User will use MyMD.Aero™ in accordance with applicable law, communication regulations, and tariffs. Licensor may, without notice, terminate access to MyMD.Aero™ by User or take other actions as are reasonably necessary to comply with legal requirements.
- Prohibited Uses. User is solely responsible for any and all acts and omissions that occur under User’s account, and User shall not to engage in unacceptable use of MyMD.Aero™, which includes, without limitation of use to: (a) disseminate, store or transmit unsolicited messages, chain letters or unsolicited commercial email; (b) disseminate or transmit material that, to a reasonable person may be abusive, obscene, pornographic, defamatory, harassing, grossly offensive, vulgar, threatening or malicious; (c) disseminate, store or transmit files, graphics, software or other materials that actually or potentially infringe the copyright, trademark, patent, trade secret or other intellectual property right of any person; (d) create a false identity or to otherwise attempt to mislead any person as to the identity or origin of any communication; (e) misrepresent or otherwise attempt to mislead any person as to any User Information or otherwise engage in fraudulent or deceptive conduct; (f) export, re-export or permit downloading of any message or content in violation of any export or import law, regulation or restriction of the United States and its agencies or authorities, or without all required approvals, licenses or exemptions; (g) interfere, disrupt or attempt to gain unauthorized access to other accounts on MyMD.Aero™ or any other computer network; (h) disseminate, store or transmit viruses, Trojan horses, any other malicious code, or program; or (i) engage in any other activity deemed by Licensor to be in conflict with the spirit or intent of this Agreement.
- Internet Costs. User is responsible for obtaining, installing and maintaining its own internal equipment and communications services necessary to access and use MyMD.Aero™. User shall be solely responsible for any telephone charges, Internet access fees, and other such similar fees and expenses incurred by User by accessing MyMD.Aero™.
- Disclosure of Account Information. User authorizes Licensor and each of its affiliates to disclose to third parties, agents, and other representatives, including without limitation, consultants, auditors or attorneys, information provided by User or that Licensor or its affiliates have obtained about User’s accounts and the transactions associated therewith in the following instances: (i) when it is necessary or helpful in completing a transaction; (ii) to comply with a law, regulation or court order which applies to Licensor or an affiliate; (iii) when authorized by User; (iv) to local, state and federal authorities, if Licensor believes a crime may have been committed involving User’s use of MyMD.Aero™ ; and/or (v) in response to requests by agents of Licensor, or its affiliates, such as independent auditors, attorneys or consultants.
- User’s Responsibilities. User shall be exclusively responsible for the supervision, management, and control of its use of MyMD.Aero™, including, but not limited to, implementing procedures sufficient to satisfy its obligations under this Agreement, including appropriate action between it and its employees to prevent misuse, unauthorized copying, modification, or disclosure of Credentials. User is responsible for distributing Credentials to the User’s authorized employees and agents for accessing MyMD.Aero™. LICENSOR DOES NOT PROTECT USER FROM UNAUTHORIZED USE OF USER’S CREDENTIALS.
- Reliance on Credentials. User agrees that Licensor may act in reliance upon any User Information. Licensor will not be required to inquire into the truth or evaluate the merits of any User Information or any statement or representation contained in any notice or document presented by User. User will take all reasonable precautions to prevent unauthorized use of Credentials. Any Person using a Credential is conclusively deemed to have actual authority to engage in transactions in MyMD.Aero™.
- Breach of Security Measures. User shall immediately notify Licensor if it becomes aware that any employee or agent of User or any other person using User’s Credentials has breached a security measure established by Licensor or the User. If Licensor is so informed, or if Licensor otherwise reasonably believes that a User, an employee or agent, of the User, or a person using Credentials has breached a security measure established by Licensor or the User, Licensor has the right, in its sole discretion, to restrict the User’s access to MyMD.Aero™ until the User can establish to Licensor's satisfaction that it has addressed the cause(s) of the security breach. Licensor may terminate or restrict the use of any individual Credential for the same reasons. Notwithstanding anything else to the contrary, Licensor has no duty to take any action upon a User notice under this Section or Licensor becoming aware of a breach of a security measure, and User shall solely be responsible for any such breaches regardless of any act or failure to act by Licensor.
ARTICLE 4. Property Rights:
- Title To MyMD.Aero™. Licensor exclusively owns all worldwide right, title and interest in and to all contents, graphics, designs, data, computer codes, ideas, know-how, "look and feel," compilations, magnetic translations, digital conversions and other matters included within MyMD.Aero™ and related to MyMD.Aero™ (collectively "Materials"), and all modifications and derivative works thereof, and all Intellectual Property Rights related thereto. The copying, redistribution, use or publication by User of any of the Materials or any part of MyMD.Aero™, is strictly prohibited. User shall not challenge, contest or otherwise impair Licensor's ownership of MyMD.Aero™ or the validity or enforceability of Licensor's Intellectual Property Rights related thereto.
- Licensor Confidential Information. During the performance of this Agreement, Licensor may disclose to User confidential information regarding its business, including without limitation to MyMD.Aero™, other documentation, know-how, inventions, formulae, designs, research and development activities and other proprietary information which constitutes trade secrets of Licensor (collectively "Licensor's Confidential Information"). User shall not in any way disclose, copy, modify, distribute or otherwise transfer Licensor's Confidential Information, or any part thereof, to any other person or entity at any time. User has the right to disclose Licensor's Confidential Information only to its employees who have a specific need to know in order to perform User’s obligations hereunder, but User shall be responsible for all of its employees' actions. User shall use Licensor's Confidential Information only to properly fulfill its obligations hereunder, and not for any other purpose. Licensor does not represent that Licensor's Confidential Information it may disclose hereunder will meet the requirements of User or that Licensor's Confidential Information when combined with other information or when used in a particular way by User will be sufficient or suitable for User’s purpose. Upon Licensor's request, User shall immediately return to Licensor the originals and all copies of any of Licensor's Confidential Information, whether on magnetic media, written materials or otherwise.
- Data Rights. Any and all information obtained from Users, or transactions processed through MyMD.Aero™, including User names, addresses, telephone numbers, e-mail addresses, product preferences, order, purchase and shipping information, and any other information concerning use, transactions, and traffic through MyMD.Aero™, including all Statistical Data, may be collected and used by Licensor as provided herein. All Statistical Data shall be owned by Licensor.
- Injunctive Relief. Both parties acknowledge that any breach of confidentiality by either party may result in irreparable and continuing damage to the injured party for which there will be no adequate remedy by law, and both parties agree that in the event of such breach the injured party will be entitled to injunctive relief and other equitable remedies in addition to all other remedies available.
- Modification. This Agreement contains the entire understanding between the parties unless you have entered into a separate written agreement with MD Helicopters, Inc., regarding Proprietary Information and you have agreed in writing that that agreement will take precedence over this one. No modification may be made to this Agreement unless the modification is in writing and authorized representatives of both parties sign it.
ARTICLE 5. Warranties and Limitation:
- User Warranties. User represents and warrants to Licensor that: (i) User has the right and authority to enter into and perform its obligations under this agreement; (ii) User has the right to grant the license set forth in Section 2.2 above; (iii) the User products, marks and icons do not and shall not contain any content, materials, link or advertising that violate any applicable law or regulation or infringes any Intellectual Property Rights of any person; and (iv) User owns the User Information, User products, marks and icon and all Intellectual Property Rights therein.
- User Representations with respect to User Products. If User posts goods for sale on MyMD.Aero™, User hereby represents and warrants to Licensor that (i) User has all necessary rights to advertise the goods on MyMD.Aero™ throughout the world; (ii) the goods and their design and advertisement do not infringe any Intellectual Property Rights of any third party; (iii) User has all necessary releases to use with the posting of User’s products on MyMD.Aero™ for the full term of this Agreement throughout the world, any photographs, drawings and images of the goods, and any name, likeness and statement of any model or spokesperson used in any such advertisement; (iv) User will not target any product posting to, or sell or ship any goods to, or from, any jurisdiction where such act is prohibited by the laws or regulations of such jurisdiction; and (v) all product details and availability and other inventory specifications contained within the User Information shall accurately and correctly represent the Users corresponding inventory.
- User Representations with respect to Purchased Products. If User enters into a transaction with respect to goods that are listed by Users on MyMD.Aero™, User hereby represents and warrants to Licensor that (i) User has all necessary rights to purchase such goods; (ii) User has conducted its due diligence with respect to the goods being purchased by User and User is satisfied that such goods meet User’s requirements, are merchantable and otherwise comply with User’s requirements; and (iii) User’s purchase of such goods will not violate United States export control laws or any other laws or regulations of any applicable jurisdiction.
- Licensor Warranty Disclaimer. MyMD.Aero™ IS PROVIDED ON AN "AS IS, AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND. USE OF MyMD.Aero™ IS AT THE USER’S SOLE RISK AND NEITHER LICENSOR NOR ANY OF ITS LICENSORS, SUPPLIERS, EMPLOYEES OR AGENTS WARRANT THAT MyMD.Aero™ WILL BE UNINTERRUPTED OR ERROR FREE OR THAT ERRORS WILL BE CORRECTED. NEITHER LICENSOR NOR ANY OF ITS LICENSORS, SUPPLIERS, EMPLOYEES OR AGENTS MAKE ANY WARRANTY AS TO THE RESULTS TO BE OBTAINED FROM THE USE OF MyMD.Aero™. LICENSOR MAKES NO WARRANTY THAT ANY TRANSACTION WILL BE CLOSED OR THAT USER WILL RECEIVE THE GOODS IT PURCHASES FROM A USER LISTING SUCH PRODUCT THROUGH MyMD.Aero™. The Disclaimer provided in Section 3.2 is fully incorporated herein.
- Limitation of remedies. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, EXCEPT FOR USER’S VIOLATION OF LICENSOR'S INTELLECTUAL PROPERTY RIGHTS AND INDEMNIFICATION OBLIGATIONS PROVIDED IN SECTION 6.1, NEITHER PARTY SHALL BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, WHETHER FORESEEABLE OR NOT, THAT ARE IN ANY WAY RELATED TO THIS AGREEMENT, THE BREACH THEREOF, THE USE OR INABILITY TO USE MyMD.Aero™, THE RESULTS GENERATED FROM THE USE OF MyMD.Aero™ , LOSS OF GOODWILL OR PROFITS, LOST BUSINESS HOWEVER CHARACTERIZED AND/OR FROM ANY OTHER CAUSE WHATSOEVER.
- Consumer Protection Laws. MyMD.Aero™ IS A BUSINESS PRODUCT, THE APPLICATION OF WHICH IS COMMERCIAL, RATHER THAN CONSUMER-ORIENTED, IN NATURE. IN ACCEPTING THIS AGREEMENT, USER RECOGNIZES, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THAT CONSUMER PROTECTION LAWS DO NOT APPLY TO THE TRANSACTIONS CONTEMPLATED HEREBY.
- Release. User hereby releases Licensor (and its officers, directors, agents, subsidiaries, joint ventures and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with disputes arising out of the use of MyMD.Aero™, any Transactions or any other use of MyMD.Aero™.
ARTICLE 6. Termination
- Termination by Licensor. Licensor may terminate this Agreement at any time, for any reason, upon a thirty (30) day written notice to User.
- Cause for Termination. This Agreement shall automatically terminate without notice upon the occurrence of any of the following: (i) a termination for cause by Licensor of any other agreement between User and Licensor; (ii) the cessation of business by User; (iii) User attempts to use, copy, license, or convey the MyMD.Aero™ or the use thereof in any manner contrary to the terms of this Agreement or in derogation of Licensor's proprietary rights to MyMD.Aero™; (iv) User commits any fraudulent or deceptive act related to the MyMD.Aero™ or otherwise violates any provision of ARTICLE 3; or (v) User makes an assignment of User’s business for the benefit of creditors, a petition in bankruptcy is filed by or against User, a receiver, trustee in bankruptcy, or similar officer is appointed to take charge of all or part of User’s property, or User is adjudicated bankrupt.
- Effect of Termination. User agrees that immediately upon termination of this Agreement, whether or not User receives notice of such termination, the license shall be immediately terminated and User shall not have any further rights to use MyMD.Aero™. Upon termination of the license granted hereunder, Licensor's obligations to User shall cease. In addition, upon any termination of this Agreement, Licensor shall have the right to immediately remove all User Information from MyMD.Aero™.