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GENERAL TERMS AND CONDITIONS

 

Effective 1st September 2024

 

1.       INTRODUCTION

 

1.1. THIS TERMS IS A BINDING CONTRACT AND GOVERNS THE USE OF AND ACCESS TO THE SERVICES BY YOU, AGENTS AND END-USERS WHETHER IN CONNECTION WITH A PAID SUBSCRIPTION FOR THE SERVICES.

 

1.2. By accepting this Terms on behalf of a company, organization or another legal entity (an “Entity”), you are agreeing to be bound by this Terms for that Entity as of the date of such access or use of the Service (the “Effective Date”) and representing to MySky that you have the authority to bind such Entity and its Affiliates to this Terms, in which case the terms “Client,” “You,” or “Your” herein refers to such Entity and its Affiliates. If You do not have such authority, or if You do not agree with this Agreement, you must not use or authorize any use of the Services. The Client and MySky shall each be referred to as a “Party” and collectively referred to as the “Parties” for purposes of this Agreement. The receipt by You of Services from us or other MySky entities coordinated by us relating to the matter described in this Terms will be deemed to be on our agreement Terms

 

1.3. The purpose of this Terms is to establish the terms and conditions under which the Client may purchase MySky’s Services as described in an Engagement Letter or other document signed or agreed to by the Client.

 

1.4. In the event of any inconsistency or conflict between this Terms and the terms of any Engagement Letter, the terms of the Engagement Letter shall control.

 

2.       DEFINITIONS

 

2.1. In this Terms and Engagement Letter:

 

Aircraft

means aircraft with model, type, tail number, serial number, and other characteristics for operation of which MySky Services are provided by the Client and specified in Engagement Letter.

 

 

Business Day

means a day (other than a Saturday or Sunday) on which clearing banks are ordinarily open for business in New Jersey;

 

 

Client

means any entity (entities) or individual (individuals) to whom the Engagement Letter is address.

 

 

Client’s Information

MySky will inform the Client on the particular Client' Information, which is necessary and/or otherwise required for due rendering the Services, including but not limited to the Aircraft, Events, taxation, spent and other data entered by the Client or other authorized users of the Entity after logging in to the MySky Software for the purpose of using the Service or facilitating Clients use of the Service, including, without limitation, the information Client provide through the Service or otherwise under this Terms.

 

 

Confidential Information

shall mean any oral, written, graphic or machine-readable information, technical data or know-how, including, but not limited to that, which relates to research, product plans, products, developments, inventions, processes, designs, drawings, engineering, formulae, markets, software (including source and object code), hardware configuration, computer programs, algorithms, business plans, agreements with third parties, financial and operational information, the financial and operational information and data related to, in general, the Aircraft, services, customers, marketing or, finances, any information relating to the provisions of, and negotiations leading to the Engagement Letter; any information received or held by MySky relating to the Client, including or Client's Information; any information received or held by the Client (or any of its affiliates) relating to MySky and/or its affiliates, any information received or held by the Client (or any of its affiliates) relating to MySky Services, and includes written information and information transferred or obtained orally, visually, electronically or by any other means and any information, which the Party has determined from information it has received.

 

 

Event

means any actions taken by the Client or third parties regarding the Aircraft.

 

 

Engagement Letter

means any document letter, Engagement Letter, schedule, order, attachment, or annexure setting commercial Terms use of Services.

 

 

Intellectual Property Rights

mean patents, utility models, rights to inventions, copyright and neighboring and related rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

 

 

MySky

means MYSKY US, INC, a Delaware Corporation having registered office located at 221 River St 9th Floor, Suite 9001, Hoboken, NJ 07030

 

 

MySky Software

means proprietary software independently developed and owned or will owned in the future by MySky allowing providing Services, which includes MySky Scheduler.

 

 

Services or MySky Services

Means services to be rendered to the Client in accordance with the Engagement Letter and these Terms within MySky Scheduler functionality as well as Pre-flight and/or Crew App software functionality (if applicable) which may change from time to time.

 

 

Pre-flight

means proprietary online Software-as-a-Service (SaaS) solution, a web-based application allowing users to manage crew and Aircraft scheduling, profiles, synchronized calendars, itinerary generation, and operational reporting. Functionality of the software may vary from time to time.

 

 

MySky Scheduler

means proprietary online Software-as-a-Service (SaaS) solution, a web-based application allowing users to optimize a workflow and simplify communication between different departments of the Aircraft operator, from flight planning to reporting upon its completion as well as allowing to configure individual tasks of a particular operator.

 

 

Crew App

means a mobile application synchronized with SD Pre-flight software enabling users to view schedules, acknowledge changes, log automated flight data and conduct other tasks. Functionality of the application may vary from time to time.

 

 

"Service Fee" or "Fee"

means the consideration payable by the Client to MySky for MySky Services on the Terms hereof.

 

3.       SERVICES

 

3.1. MySky agrees to provide the Client with a limited, non-exclusive, non-transferrable license to subscribe to the My Sky Services in respect of particular Aircrafts set forth in the Engagement letter.

 

3.2. In case the Client wish to connect any additional Aircraft to MySky Software and MySky Services, the Client shall send any email to MySky authorized representative set forth in the Engagement Letter. MySky shall process the request received from the Client authorized representative set forth in the Engagement Letter. and then send an offer to the Client indicating the conditions for the provision of Services in relation to new Aircraft (including terms, price and other essential conditions). If the Client responds in any way that allows confirmation of acceptance of MySky offer (including, but not limited to, the phrases “agreed”, “accepted” or any other similar wordings), the Parties hereby agree to consider that new Aircraft shall be deemed connected to the MySky Software and MySky Services starting the date specified in the MySky offer. The Parties expressly agreed that there is no need to sign the updated Engagement Letter unless MySky ask for it in its offer.

 

3.3. MySky may provide access to the MySky Software by issuing of a unique login and password combination to an e-mail address indicated by the Client. If MySky has provided by the Client and/or its affiliates with credentials to access the Service through MySky Software, MySky grants the client a revocable, non-exclusive, non-transferable, limited license to use the Service and its output (including, without limitation, reports and analytics) solely for the Client personal, internal business purposes strictly in accordance with the Terms. The Client shall permit MySky to audit Clients use of the Service to confirm compliance with this Agreement. The Service is offered on an as-available basis and may allow the Client real-time access to the Service via the Internet.

 

3.4. The Client warrants MySky that the Client expressly acknowledges and agrees that the Services are deemed to be rendered as long as the Client remains subscribed to MySky Software regardless of availability of any of the Client’s Information.

 

3.5.  The Client acknowledges that ability of MySky to render MySky Services directly depends on the provision of the Client's Information. In order to effectively use the Service, the Client shall be obliged to provide: (i) accurate and complete data for each Aircraft enrolled in the Service and any other information reasonably requested by MySky. MySky shall use the information provided by the Client hereunder in connection with providing the Service and otherwise pursuant to the applicable Terms. Other than such information regarding the Client as an individual as MySky may expressly request, the Client agree to not, directly or indirectly, provide to MySky any personally identifiable information relating to any identified or identifiable natural person, including without limitation.

 

3.6. The Client warrants MySky that the Client expressly agrees and acknowledges that Services are provided by MySky to the Client in the form of subscription. The Client expressly agrees and acknowledges that in case MySky is unable to provide Services due to the Client’s failure to provide MySky with the Client’s Information this will not constitute MySky’s breach of its obligation to perform hereunder and all fees to be paid for such respective services (if applicable) shall remain due and be fully payable in accordance herewith.

 

3.7. MySky hereby acknowledges and agrees that as between the Client and MySky, except as otherwise provided herein, all rights, title, and interest in and to Client’s Information are and shall remain the Client’s property, and all intellectual property rights (including copyright, trademark, and trade secret rights) in Client’s Information are and will remain Client’s property. The Client hereby grant to MySky during the term of this Terms all of the necessary rights or license to use, reproduce, promote, distribute, modify, publicly display and perform, cache, and transmit Client’s Information via the MySky Software as necessary for the purposes of Client’s use of the MySky Software pursuant to this Terms. In addition to the foregoing, MySky also has, and the Client hereby grant to MySky, a perpetual, irrevocable, royalty-free, fully paid-up, nonexclusive right and license to use any Client’s Information (i) for MySky and its affiliate(s)’s internal business purposes, including, without limitation, developing or improving products or services, and (ii) to make any modifications or improvements to the Services or any other services and to offer such modifications or improvements on a commercial basis to Client and/or any third party. For the avoidance of doubt, “Client’s Information” does not include any output of the Service (including, without limitation, reports and analytics), all of which is MySky property and MySky’s Confidential Information. MySky has no obligation to maintain or return Client’s Information to the Client or to ensure that Client’s Information remains accessible through the Software or Service. The Client should keep a complete backup of all of its Client’s Information at all times separate and apart from the copy provided to MySky.

 

3.8. The Client expressly represent and warrants MySky that all Client’s Information is true and correct, and the Client have obtained all necessary rights, licenses, and permissions and are able to grant the licenses provided in this Terms, and that Clients provision of Client’s Information is in accordance with all applicable laws.

 

3.9. MySky reserves the right to modify, suspend, or discontinue, temporarily or permanently, the Service or any service to which it connects, with or without notice and without liability to Client. MySky may from time to time provide enhancements or improvements to the features/functionality of the Service, which may include patches, bug fixes, updates, upgrades, and other modifications (“Updates”). Updates may modify or delete certain features and/or functionalities of the Service or delete or remove certain information (including Client’s Information) previously accessible in the Service. You agree that MySky has no obligation to (i) provide any Updates, or (ii) continue to provide or enable any particular features and/or functionalities of the Service to the Client. The Client further agree that all Updates will be (i) deemed to constitute an integral part of the Service or the Software, and (ii) subject to the Terms and the Engagement Letter.

 

4.       FEES

 

4.1. MySky will bill and Client will pay MySky for the MySky Services provided by MySky and for any supplier and/or other third party charges for which Client has agreed with that third party to allow MySky to bill. Unless otherwise agreed by MySky, pre-payment of MySky Services is required before Services are rendered.

 

4.2. The Client shall pay all invoices within fifteen (15) days of the date of invoice and in accordance with this Section 4 and the instructions stated on the invoice unless otherwise agreed to by the Parties in writing.

 

4.3. All pricing will be in accordance with MySky’s then-current pricing or pricing provided to Client in a written Engagement Letter for the applicable Service. MySky reserves the right to revise such pricing annually.

 

4.4. Services may be provided on a monthly subscription basis, or on an annual subscription basis, of otherwise is not stipulated in the Engagement Letter. Except as otherwise specified in an Engagement Letter agreed to in writing by MySky, unless either party cancels a subscription prior to expiration of the current subscription term as permitted under these Terms or another applicable agreement between the Parties, the Client’s subscription will automatically renew for another subscription term of a period equal to Client initial subscription term. The Client will provide any notice of nonrenewal contacting MySky support team. Cancelling subscription means that the Client will not be charged for the next billing cycle, but the Client will not receive any refunds or credits for amounts that have already been charged.

 

4.5. The Client (Entity) shall be solely responsible for, shall pay, and shall indemnify and hold MySky harmless from any and all applicable federal, state, or foreign sales, use, withholding, value added, excise, or property taxes, all duties and charges, and any interest or penalties with respect thereto imposed by any governmental authority based on this Terms or on all or any part of the Services. Without limiting the foregoing, if any governmental authority shall impose any withholding tax on the amounts due hereunder, then the Entity shall be required to gross up the amounts due to MySky so that MySky receives the full invoiced amount.

 

4.6. If the Client pays by credit card or certain other payment instruments, the payments are processed by MySky payment agent which may be appointed by MySky from time to time (MySky Payment Agent). The Client hereby authorizes the MySky Payment Agent to bill Client’s credit card or other payment instrument in advance on a periodic basis in accordance with the terms of the Engagement Letter, and for periodic subscription until the subscription to the Services terminates, and the Client further agrees to pay any subscription charges so incurred. If applicable, the Client hereby authorizes MySky and the MySky Payment Agent to charge Client’s credit card or other payment instrument to establish prepaid credit. You or your account owner will receive a receipt upon each acceptance of payment by the MySky Payment Agent, or they may obtain a receipt from within the Services to track subscription status. To the extent the MySky Payment Agent is not MySky, the MySky Payment Agent is acting solely as a billing and processing agent for and on behalf of MySky and shall not be construed to be providing the applicable Service. The MySky Payment Agent uses a third-party intermediary to manage credit card processing and this intermediary is not permitted to store, retain or use Client’s billing information except to process Client’s credit card information for the MySky Payment Agent.

 

5.       DISCLAIMER AND LIMITATION OF LIABILITY

 

5.1. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, USE OF THE SERVICES PROVIDED HEREUNDER IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, AND EFFORT IS WITH YOU. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES PERFORMED OR PROVIDED HEREUNDER (INCLUDING, WITHOUT LIMITATION, THE OUTPUT OF THE SERVICES) (“MYSKY SERVICES”) ARE PROVIDED TO YOU “AS IS” AND “AS AVAILABLE” AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND (WHETHER EXPRESS OR IMPLIED). TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, MYSKY, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE MYSKY SERVICES, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, MYSKY PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE TRAXXALL SERVICES WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS, OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS OR BE ERROR-FREE OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY MYSKY OR ITS AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY.

 

5.2. WITHOUT LIMITING THE FOREGOING, NEITHER MYSKY NOR ANY PROVIDER MAKES ANY REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, (A) AS TO THE OPERATION OR AVAILABILITY OF THE MYSKY SERVICES, OR THE INFORMATION, CONTENT, AND MATERIALS OR PRODUCTS INCLUDED THEREON OR THE OUTPUT RESULTING FROM THE USE THEREOF; (B) THAT YOUR ACCESS TO OR USE OF THE MYSKY SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE; (C) AS TO THE ACCURACY, RELIABILITY, OR CURRENCY OF ANY INFORMATION OR CONTENT PROVIDED THROUGH THE MYSKY SERVICES; OR (D) THAT THE MYSKY SERVICES, THEIR SERVERS, THE CONTENT, OR MESSAGES SENT FROM OR ON BEHALF OF MYSKY ARE FREE OF VIRUSES, SCRIPTS, TROJAN HORSES, WORMS, MALWARE, TIMEBOMBS, OR OTHER HARMFUL COMPONENTS.

 

5.3. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL MYSKY OR ITS SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, FOR LOSS OF DATA OR OTHER INFORMATION, FOR BUSINESS INTERRUPTION, FOR PERSONAL INJURY, FOR LOSS OF PRIVACY ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF OR INABILITY TO USE THE SITE OR THE MYSKY SERVICES, THIRD-PARTY SOFTWARE AND/OR THIRD-PARTY HARDWARE USED WITH THE SITE OR MYSKY SERVICES, OR OTHERWISE IN CONNECTION WITH ANY PROVISION OF THIS TERMS), EVEN IF MYSKY OR ANY SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF THE REMEDY FAILS OF ITS ESSENTIAL PURPOSE. MYSKY AND ITS SUPPLIERS WILL HAVE NO LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS FOR ANY LOSS OF USE, LOST OR INACCURATE DATA, LOST PROFITS, FAILURE OF SECURITY MECHANISMS, INTERRUPTION OF BUSINESS, COSTS OF DELAY, OR ANY INDIRECT, SPECIAL, INCIDENTAL, RELIANCE, OR CONSEQUENTIAL DAMAGES OF ANY KIND, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. In no event shall MySky be liable for fines or penalties levied on You or the Entity by a regulator, lost profits or revenues, indirect, special, incidental, consequential, or similar damages arising out of or in connection with this Agreement or performance or nonperformance of all or any part of the MySky Services or any other work performed pursuant to this Terms, or for any claim made against the Client or the Entity by any other person, even if MySky has been advised of the possibility of such damages or claim.

 

5.4. NOTWITHSTANDING ANY DAMAGES THAT YOU MIGHT INCUR, THE ENTIRE LIABILITY OF MYSKY AND ANY OF ITS SUPPLIERS OR LICENSORS UNDER ANY PROVISION OF THIS TERMS, AND YOUR EXCLUSIVE REMEDY FOR ALL OF THE FOREGOING, SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY YOU FOR THE APPLICABLE SERVICE TO WHICH SUCH CLAIM RELATES DURING THE PRECEDING TWELVE (12) MONTHS. NOTWITHSTANDING ANYTHING ELSE IN THESE TERMS, THE MAXIMUM AGGREGATE LIABILITY OF MYSKY AND ANY OF ITS SUPPLIERS OR LICENSORS TO YOU IN RESPECT OF NO-CHARGE PRODUCTS WILL BE US$100.

 

5.5. Nature of Claims and Failure of Essential Purpose. The Parties agree that the waivers and limitations specified in this Section 5 apply regardless of the form of action, whether in contract, tort (including negligence), strict liability, or otherwise and will survive and apply even if any limited remedy specified in these Terms is found to have failed of its essential purpose.

 

5.6. SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

 

5.7. The Client (including, for the avoidance of doubt, the Entity) are solely responsible for and will defend, indemnify, and hold harmless MySky and its affiliates, directors, officers, employees, shareholders, representatives, agents, servants, predecessors, successors, and permitted assigns from and against any and all fines, penalties, claims, liabilities, suits, demands, losses, damages, expenses, or costs (including, without limitation, attorneys’ fees and costs and court costs) that may result from, arise out of, or relate to the Services or this Terms or Engagement Letter. Without limiting the generality of the foregoing, the Client agree to indemnify and hold MySky and its parents, subsidiaries, affiliates, officers, employees, agents, partners, and licensors (if any) harmless from any claim or demand, including reasonable attorneys’ fees, due to or arising out of Client’s (i) use of the Services or Software, or any other services provided hereunder; (ii) Client’s provision of the Client’s Information to MySky or MySky’s use thereof in accordance with this Terms; (iii) violation of this Terms or any law or regulation; or (iv) violation of any right of a third party.

 

5.8. MySky hereby expressly declares that while providing MySky Services it relies on open sources of information and on information, which may be obtained from third parties materials, products of services ("Third-party Information"). Client warrants MySky that MySky is not responsible for examining or evaluating the content or accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality of Third-party Information and assumes no liability for, without limitation, correctness, completeness or truthfulness of the third-party information. The Service may display, include, or make available third-party content (including data, information, applications, and other products services) or provide links to third-party websites or services (“Third-Party Services”). You acknowledge and agree that MySky shall not be responsible for any Third-Party Services, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect thereof. MySky does not assume and shall not have any liability or responsibility to the Client or any other person or entity for any Third-Party Services. Third-Party Services and links thereto are provided solely as a convenience to the Client and the Client access and use them entirely at Clients own risk and subject to such third parties’ terms and conditions.

 

5.9. To the extent Client chooses to use or access such Third-party Information, Client does so at its own initiative and is responsible for compliance with any applicable laws, including but not limited to applicable local laws and regulations. MySky does not warrant and will not have any liability or responsibility to Client or any other person as a result of accessing any Third-party Information.

 

5.10.  MySky Services represent only an opinion of MySky and may not in any aspect be considered as statutory or other audit of expenses, a replacement of statutory or other form of accounting. Client shall address certified accountants or tax consultants for receiving respective statutory accounting advice/consulting, where necessary.

 

5.11.  Client shall use MySky Services for its own internal business purposes only. The Client shall request MySky prior written approval each time it is envisaged to share the results of MySky Services provided hereunder to any third party. In case of such sharing of results of MySky Services, Client will indemnify and hold MySky harmless, and defend MySky and its subsidiaries from and against any claims or lawsuits, including attorneys’ fees or legal costs, that relate to Client’s distribution of any result of MySky Services and/or any part of this including use or negligent or willfully wrongful acts associated with distribution or marketing, any additions or modifications the Client makes to the MySky Software or results of MySky Services or any other services and calculations related to these Terms and Engagement Letter, and any use or action in violation of Terms and Engagement Letter.

 

5.12.  MySky Software is a part of MySky proprietary Software, based on unique methodology to process the information. When rendering MySky Services MySky shall not be obliged to disclose any of the information thereabout in order to, without limitation, prove, attest, certify and/or confirm in any manner whatsoever the results of MySky Services provided.

 

6.       IP RIGHTS

 

6.1. All Intellectual Property Rights in and in relation to the MySky Software and/or its components are owned by and/or exclusively licensed to MySky, unless otherwise agreed upon by MySky and respective third parties. All designs, trademarks, specifications and all media and other content developed or created solely by MySky under this Terms and Engagement Letter, is and shall always be and remain the sole and exclusive property of MySky. These Terms and Engagement Letter does not grant the Client any Intellectual Property Rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licenses in respect of the MySky Software.

 

6.2. Client shall not amend, alter, modify, or create derivative works based on or derived from the MySky Software or any content contained therein, or combination of its components provided by MySky. Client may not use any brands (trademarks) owned by MySky or administered by it, unless otherwise stipulated under these Terms and Engagement Letter, in any manner without MySky’s prior written consent.

 

6.3. Client shall not:

 

  1.              attempt to copy, duplicate, modify, create derivative works from or distribute all or any portion of the MySky Software except to the extent expressly set out in these Terms and Engagement Letter.
  2.            attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the MySky Software.
  3.          access all or any part of the MySky Software in order to build a product or service which competes with the MySky Software.
  4.           use the MySky Software to provide services to third parties unless expressly authorized under provisions of these Terms and Engagement Letter.
  5.            submit into the MySky Software any content that constitutes a breach of non-disclosure, any non-use or license agreement or any other agreement with third-parties, or other content reasonably considered as inappropriate.

 

6.4. The Client shall use reasonable endeavors to prevent any unauthorized access to, or use of, the MySky Software and notify MySky promptly of any such unauthorized access or use.

 

7.       DATA PRIVACY

 

7.1. In performing MySky Services, the Parties will comply with their obligations under any laws applicable to the Parties processing personal data pursuant or in relation to these Terms and Engagement Letter ("Data Protection Legislation"). By providing personal data, including as part of the Client's Information or Flight Information each Party guarantees obtaining of the consent of these individuals to the transfer of their data for processing in any form by collecting, systematization, accumulation, storage, specification, use, transfer, blocking and deletion. The respective data can be used for the purposes of performing the Services or conducting business contacts.

 

7.2. When the Parties process (in the capacity of a data processor) any personal data received from the other Party pursuant to these Terms and Engagement Letter, such Party shall:

  1.              process such personal data only so far as is necessary for the purposes of performing its obligations under these Terms and Engagement Letter, or any other written agreement between the Parties, unless the Party is required to process that personal data pursuant to the applicable laws. Where the Party is relying on applicable laws as the basis for processing personal data, it shall promptly notify the other Party of this before doing so (unless otherwise is provided by the applicable laws).
  2.             ensure that all personnel who have access to and/or process such personal data are obliged to keep the personal data confidential.
  3.           promptly assist the other Party, at its own cost, in responding to any request from a data subject and in ensuring compliance with obligations under applicable Data Protection laws with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators.
  4.           notify the other Party without undue delay, and in any event on becoming aware of a personal data breach.
  5.            Each Party shall immediately inform the other Party if, in its opinion, any instruction from the respective Party that breaches applicable Data Protection laws.

 

8.       CONFIDENTIALITY

 

8.1. Each of the MySky and Client shall hereinafter be referred to as the "Disclosing Party" when the Confidential Information of such party is disclosed to the other party and the "Receiving Party" when such party receives the Confidential Information of the other party.

 

8.2. The Receiving Party hereby agrees to use the Confidential Information disclosed to it by the Disclosing Party in accordance with these Terms and Engagement Letter solely for the purpose and within the framework of rendering services by MySky to the Client in accordance with the Terms and subject to conditions to be further agreed upon in writing by and between MySky and the Client, provided that: 

 

  1.       part of the Confidential Information to be disclosed is treated as strictly confidential by and is disclosed only to the persons who needs to know solely at the option of the Receiving Party (hereinafter the "Permitted Recipients"),
  2.     such part of the Confidential Information is disclosed solely within the framework of rendering the commercial services to the Client and,
  3.   the scope of the part of the Confidential Information to be disclosed in accordance herewith in each case is limited to the financial and operational information and data related to, in general, the Aircraft or the results of processing of such financial and operational information and data related to the Aircraft (hereinafter the "Permitted Use").

 

8.3. The Receiving Party shall not disclose or permit a disclosure of any Confidential Information of the Disclosing Party to third parties, except for the Permitted Recipients.

 

8.4. The Receiving Party agrees that it shall act reasonably and in good faith and have liability, including, without limitation, in each case immediately informing any Permitted Recipient on the confidential character of the Confidential Information disclosed within the limits of the Permitted Use hereunder and, in general, taking measures to protect the secrecy of and avoid unlawful disclosure or use of any part of the Information and Data of the Disclosing Party in order to prevent it from falling into the public domain or the possession of persons other than the Permitted Recipients authorized under these Terms and Engagement Letter to have any such Information and Data.

 

8.5. The Receiving Party shall itself apply and cause any and all Permitted Recipients to apply the degree of care that the Receiving Party applies to protect its own Information and Data of a similar nature and shall cause each and any of the Permitted Recipients to assume the rights and obligations of the Receiving Party hereunder in each case of the Permitted Use.

 

8.6. The Receiving Party shall also notify the Disclosing Party within the reasonable time of any misuse, misappropriation, or unauthorized disclosure of any of the Confidential Information that may come to the Receiving Party's attention.

 

8.7. For the avoidance of doubt, the Receiving Party shall not have any liability to the Disclosing Party with regard to any Confidential Information that:

  1.       was lawfully disclosed to the Permitted Recipients hereunder.
  2.      was in the public domain at the time it was disclosed or has entered the public domain through no action or inaction of the Receiving Party or any of the Permitted Recipients.
  3.    was lawfully known to the Receiving Party or any of the Permitted Recipients, without restriction, at the time of disclosure, as demonstrated by files in existence at the time of disclosure.
  4.    is disclosed with the prior written approval of the Disclosing Party.
  5.     is disclosed by any of the Permitted Recipients in breach of the respective obligations established hereunder.
  6.    is generally disclosed to third parties by the Disclosing Party without restrictions similar to those contained in these Terms and Engagement Letter; or
  7. is disclosed pursuant to the order or requirement of a court, administrative agency, or other governmental body; provided, however, that the Receiving Party and/or the Permitted Recipient shall provide prompt notice of such court order or requirement to the Disclosing Party to enable the Disclosing Party to seek a protective order or otherwise prevent or restrict such disclosure.

 

8.8. Without limiting the provisions immediately above, MySky may also use the statistical information being a result of any processing of the Confidential Information within the limits of the Permitted Use for its commercial purposes without disclosing the identity of the Disclosing Party hereunder.

 

9.       MISCELLANEOUS

 

9.1. All communication given under or in connection with these Terms and Engagement Letter (the "Notice") must be delivered personally, sent by email or by international express delivery service, and must be:

  1.              in writing in the English language.
  2.             signed by an authorized representative of the Party; and
  3.           to the address of the addressee in each case which is specified in Engagement Letter and marked for the attention of the person so specified, or to such other address number and/or marked for the attention of such other person as the relevant Party may from time to time specify by Notice given in accordance with this Clause.

 

9.2.        Nothing in these Terms shall represent a partnership or any other joint venture between the Parties, and each Party hereto acts independently.

 

10.   END OF ENGAGEMENT

 

10.1.    Each Party has the right to terminate the Agreement by sending a written notice thereabout to the other Party at least 30 (thirty) days prior to the envisaged date of termination.

 

11.   GOVERNING LAW AND ARBITRATION

 

11.1.    These Terms and Engagement Letter and any dispute or claim arising out of or in connection with it or its subject matter, existence, negotiation, validity, termination or enforceability (including non-contractual disputes or claims) shall be governed by and construed in accordance with State of New York, United States of America. Any dispute arising out of or in connection with these Terms, including any issues of its existence, validity or termination, shall be referred to and finally resolved by competent court of the State of New York, United States of America.

 

12.   GENERAL REPRESENTATIONS.

 

12.1.         Each Party represents and warrants to the other that as of the effective date of the Engagement Letter:

 

  1.       it is a corporation or other business entity duly organized, validly existing, and in good standing under the laws of the state of its incorporation or formation;
  2.      it has all requisite power and authority to enter into and perform its obligations under the Engagement Letter and these Terms.
  3.    the person signing on its behalf is authorized to execute the Engagement Letter and these Terms.
  4.    it is duly qualified to do business in and is in good standing with the officials of the state(s) in which the Services will be performed; and
  5.     no action, suit, or proceeding is pending or, to the best of its knowledge, threatened, that could have a material adverse effect on its ability to perform under the Engagement Letter and these Terms or on its operations, business, properties, assets, or financial condition.

 

13.   CHANGES TO THE TERMS

 

13.1.    MySky has the right to unilaterally change these Terms at any time and without prior notice. The notification for users about changes made to these Terms and their current version is published on domain: https://mysky.com/ Changes to the Terms come into force from the date of their publication, unless otherwise specified in the relevant publication. If, for any reason, any of the conditions of these Terms is found to be invalid, the Terms will be enforced to the fullest extent permitted by applicable law and the other conditions will remain valid and in force.

 

13.2.    Any changes to the Agreement, commercial conditions for the provision of Services or access to the Software may be determined in the Engagement Letters. MySky shall be entitled to send such Engagement Letters periodically to the Client to review the Terms of cooperation. If within 15 (Fifteen) calendar days from the date of receipt the Client has not sent MySky a motivated refusal to change the Terms of cooperation, the proposed new Terms of cooperation are considered to have entered into force.

 

13.3.    If you wish to leave any feedback regarding the use of MySky Services, the text of these Terms, or to clarify any questions you may have regarding the use of the services, our support team will be there to help. If you are the right holder and you believe any content on the Services violates your right, please write to our legal team.