These General Terms and Conditions of Sale (this "Agreement") govern the sale of the Flytrex multi-rotor black box that records flight parameters for users' flights (the "Products") sold by Flytrex Aviation, Ltd. ("Flytrex").
1. General. By placing an order for a Product, you agree to be bound by this Agreement. If you have placed an order but do not wish to be bound by this Agreement, you must promptly cancel your order before it becomes non-cancellable. This Agreement sets forth the entire agreement applicable to the purchase and sale of Products, and no other terms shall be applicable unless agreed to by the parties in a written acknowledgement signed by both you and Flytrex. No reseller, agent or employee of Flytrex is authorized to make any modification, extension or addition to this Agreement or the warranty herein. You represent that you are purchasing the Product for your personal or internal use only, and not for resale or export. You must use all Products in compliance with applicable law.
2. Payment Terms. Unless Flytrex agrees otherwise in writing, payment must be received by Flytrex prior to its acceptance of your order. Flytrex may invoice parts of orders separately. Flytrex may cancel an order at any time, in its sole discretion. Flytrex is not responsible for pricing, typographical or other errors in any offer by Flytrex and reserves the right to cancel any orders arising from such errors.
3. Shipping and Handling. Shipping and delivery dates are estimates only. Shipping, handling and tax are additional unless otherwise expressly indicated at the time of sale. Flytrex shall not be responsible for loss or damage that occurs during shipping by a common carrier. You must notify Flytrex within 21 days of the date of your invoice or acknowledgement if you believe any part of your purchase is missing, wrong or damaged. Unless you provide Flytrex with a valid and correct tax exemption certificate applicable to your purchase of Product, you are responsible for sales and other taxes associated with the order. Flytrex will allow for returns and refunds as required by applicable law.
4. Title. Title to Products passes from Flytrex to you upon the later of either (a) shipment to you of the purchased Products or (b) your payment in full in respect of such Products. Prior to such time, you shall not transfer to a third party, place a lien on or encumber the Products in any manner. Notwithstanding the foregoing, title to any and all Software (as defined below) remain at all times with Flytrex or its licensors. Software is not sold but only licensed to you pursuant to the terms and conditions in this Agreement. Any reference herein or in any other document provided by Flytrex to the sale of Software shall mean only the license of Software pursuant to the terms and conditions of this Agreement.
5. Software. Flytrex hereby provides you with a non-exclusive, non-transferable, non-sublicensable, personal license to access and use any software included in the Products, or which Flytrex or its agents may otherwise make available to you, including by updates or Internet downloads (the "Software"), solely in executable form, solely as installed on the Product by Flytrex or its agents, and solely as necessary for you to enjoy the use of the Products in compliance with this Agreement. You shall not, and shall not allow any third party, to (a) disassemble, reverse engineer, attempt to find the underlying code of, or decompile any part of the Software; (b) modify or create derivative works of any part of the Software; (c) remove or obscure any logos, proprietary markings or notices on the Software, or (d) distribute, sublicense or transfer the Software to any third party or allow any third party to examine the Software without the prior written consent of Flytrex. To the extent any of the restrictions set forth in this Section are not enforceable under applicable law, you shall inform Flytrex in writing in each instance prior to engaging in the activities set forth above.
6. Intellectual Property Ownership. As between the parties, Flytrex retains sole and exclusive ownership of all intellectual property rights and know-how embodied within and related to the Products and all accompanying documentation. You are not obligated to provide Flytrex with comments or suggestions regarding the Products. Should you, however, provide Flytrex with comments or suggestions for the modification, correction, improvement or enhancement of the Products, then such comments and suggestions shall not be subject to any non-disclosure or non-use obligations and you hereby grant Flytrex a worldwide, perpetual, irrevocable, fully paid, royalty free license to use and exploit such comments and suggestions without attribution. You shall not obscure any logos or trademarks of Flytrex on the Products or applicable documentation.
7. Open Source Software. The Product includes certain software made available under open source licenses (the "Open Source Software"). Please visit Libraries We Use for any source code that we are obligated to provide pursuant to such open source licenses. To the extent required by the applicable open source licenses, the terms and conditions of such licenses shall apply to the Open Source Software in lieu of the terms and conditions of this Agreement. Notwithstanding anything to the contrary in this Agreement, Flytrex makes no warranties in respect of Open Source Software in excess of the warranties set forth in the applicable open source license itself, and accepts no liability in respect of Open Source Software in excess of the limitation of liability set forth in the applicable open source license.
9. Warranty, Disclaimer. FLYTREX DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES IN RESPECT OF THE PRODUCTS AND, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXPRESSLY DISCLAIMS ALL WARRANTIES (INCLUDING ANY IMPLIED OR STATUTORY WARRANTIES), INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT OR ANY OTHER WARRANTIES ARISING BY STATUTE, OPERATION OF LAW, COURSE OF DEALING OR PERFORMANCE, OR USAGE OF TRADE. Some jurisdictions do not allow disclaimers of implied warranties, so this disclaimer may not apply to you.
10. Limitation of Liability. FLYTREX SHALL NOT BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL OR INDIRECT DAMAGES (INCLUDING WITHOUT LIMITATION LOST PROFITS, LOST REVENUES, LOST DATA, OR LOST BUSINESS OPPORTUNITIES) OR OTHER COMMERCIAL OR ECONOMIC LOSSES OF ANY KIND IN RESPECT OF THE PRODUCTS, EVEN IF FLYTREX HAS BEEN ADVISED, OR HAD REASON TO KNOW, OF THE POSSIBILITY OF SUCH DAMAGE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, FLYTREX WILL BE LIABLE TO YOU ONLY FOR DIRECT DAMAGES ACTUALLY INCURRED BY YOU AND ONLY UP TO A MAXIMUM AMOUNT EQUAL TO THE PURCHASE PRICE FOR THE PRODUCTS THAT CAUSED SUCH DAMAGES. Some jurisdictions may not enforce all of these limitations, and only the limitations that are lawfully applicable to you in your jurisdiction will apply. In addition to the foregoing, Flytrex will not have any liability to the extent any Product is (a) used other than in accordance with Flytrex published guidelines, (b) modified, repaired, serviced, maintained or altered by anyone other than Flytrex without the prior written approval of Flytrex in each instance; (c) combined with or installed on/with operating systems, hardware or other non-Flytrex equipment; (e) installed not in accordance with documentation or instructions of Flytrex; or (f) damaged by causes beyond the reasonable control of Flytrex, such as a fire, flood or earthquake. FLYTREX CANNOT AND DOES NOT ACCEPT ANY LIABILITY FOR THE CRASH OR MALFUNCTION OF ANY FLIGHT VEHICLE. Flytrex is not a backup data service, and shall not have any liability for the loss of any data you provide to Flytrex.
11. Miscellaneous. If any provision of this Agreement is found by any court or arbitrator to be invalid, illegal or unenforceable, such provision shall be interpreted to give the maximum effect to its terms possible under applicable law, and the validity, legality and enforceability of the remaining provisions will not be affected thereby. You may not assign or transfer this Agreement or any of your rights or obligations hereunder without Flytrex's prior written consent, which consent may be withheld at Flytrex's sole discretion. Assignments in violation of the foregoing shall be void. Flytrex may assign its rights or obligations hereunder. The parties are independent contractors and nothing contained in this Agreement shall give any party the right to bind the other party. This Agreement shall be governed by and construed in accordance with the laws of the State of Israel, without regard to the application of principles of conflicts of law. Any dispute, controversy or claim arising under, out of or relating to this Agreement and any subsequent amendments of this contract, including, without limitation, its formation, validity, binding effect, interpretation, performance, breach or termination, as well as non-contractual claims, shall be referred to and finally determined by arbitration in accordance with the WIPO Expedited Arbitration Rules. The place of arbitration shall be Tel-Aviv/Israel. The language to be used in the arbitral proceedings shall be English. Notwithstanding the foregoing, nothing herein shall prevent a party from seeking an injunction or other equitable relied in any court of competent jurisdiction to prevent a breach or threatened breach of any provision of this Agreement.
12. US Government Restricted Rights. Services are provided with "RESTRICTED RIGHTS." Use, duplication, or disclosure by the U.S. Government is subject to restrictions as set forth in applicable laws and regulations. Use of the Product and related materials by the U.S. Government constitutes acknowledgment of our proprietary rights in same.